AA

1. o} 8489 Aol qe Fe FaAeo] Asa qe Ad fe Ve
22 U8 FARTS LA A7agD WVPAz7} BASE Yess aH
Weds Qets] BE BYS Pet BF Ae] WIS Fae qa
SJojof Br}, co} Ao] Se BA QAF GYo] AAS gaa) ge AB Bas
aqasz| RS AF, 14a BY] FaAYss] BAS aArlaerla ae
EAS LH SF EPS AY VHS] Boo] spa} o] Z a2so] me} sas
Aso] Sayawro] 3 ¥xch.

2 o] & Ale] TAA SAABAS GSs Po] A4|D 7) Sex.

A. 4 BPE 1U9) SIAGBS AVM. 1 2019) Sal qgwe
Te] Aso ABH] aluel 129 SAABAS 2) Bato, = ae
SF Ars] sue] Ase SaMsggoe Wad. Saqsese
2Y APSVRY Saag GF URH 28e]ye, Faaase
6B Mo] Az YMarh. | 7) Ajo Ago] of Fojz}a] of spe
4%, AY BPE NOE P47 You SAHe4q ayase qe
SAEPI AT SAA Bee age age + gad. F ave
24st UB +o] SoS.

U. SAABLY AVS GEA sto] o] Fol, saree Sa]
Be] AAR Tae] Asolo Br. Falayas| Ade As
Ao)a] PSA ol.

UY. Saas] AP) A APE sas] Saas ZB SalawpaapoAj
ABS HEME Y ARSE HRS Veal, Saag B ze}
SAAD ZL575 Yee SF A277 THA ¥satq. Fal
ABLE SARAS Sate] SAY Ruse YF Ase] Megag
= th

aH 7 LE Ao] so] SaBaAS a ajo] aps Verh.



IN WITNESS WHEREOF, the undersigned, duly authorized by their respective
Governments, have signed this Agreement.

DONE at Washington, District of Columbia, United States of America, on the _30_ day of

July, 1998, in duplicate, in the English and Korean languages, both texts being equally
authentic.

FOR THE GOVERNMENT OF FOR THE GOVERNMENT OF
THE UNITED STATES OF AMERICA THE REPUBLIC OF KOREA

lB A



WYSS ZRH WITS Bee,

Wes] Baas Ysa Bas SMe Wewasoarys] vjszol
FAR 7 BABSS FHBAUWA FE TSI] ABS Belsty,

lA SEA NBSSY MA7IFO1Y BHA AAUNUHASAL Fat
BYR qLe, AD 2 APSA 2D FAs BAZ ABE FAAUS

Bajo] Sad S Ss agate,

Ss Zo] Bs Ach.

al. z

| BAIA ASHE So} BIS Ges Ye “SabalaMoly Pe
BRo] eAS5} AEs] Ads Belspo] Ape BE aja ee ae
Ra, BE BMS WEE Sug ES mae dec “Weel” ge
AYIAAEABAY VYSBY] Sri71B P Sse} spo] Hales gered.

al 2 %

a=)
gay

ls

BUS] BSo] AAS Ate Psolte FHS Belstaj,

1 B12 29 Ee Se7lga FAs) Asqe qeasg Fas
AGS 27] re. ol BAIA Sel FAD WA ste @,
Hes] YI) esse qedsq gay 2 saree
Sa Age wer.



al 5

iN

1 °) B82 AVA Baar,

2 9] @GL Us QR Py qo] o Ya See gasps
BAS) QFUHY 6H] AH qa FRA of YRo SEE
o] 885 FAS PAGAY ASA Fala daa ogee Baalago] ea
Ba) lyse H PRU, Me BhIE ol By Sedre] weds HH

aba) bu aay.

oe] SAE, hal Aga aE ze] %
wo} ol Bol Agatsict.

lo9sd 7H xO MSH AVA DCAM SF

ATA

A

WYSS BRS ashe}
NG

AVZRE] Age Aes ga

Sa) BBA Yo BW Pos

He (EF satel



INVESTMENT INCENTIVE AGREEMENT
BETWEEN
THE GOVERNMENT OF THE UNITED STATES OF AMERICA
AND

THE GOVERNMENT OF THE REPUBLIC OF KOREA

THE GOVERNMENT OF THE UNITED STATES OF AMERICA and THE GOVERNMENT OF
THE REPUBLIC OF KOREA;

AFFIRMING their common desire to encourage U.S. investment and other economic
activities in the Republic of Korea that promote the development of the economic resources and
productive capacities of the Republic of Korea; and

RECOGNIZING that this objective can be promoted through investment support provided
by the Overseas Private Investment Corporation ("OPIC"), a development institution and an
agency of the United States of America, in the form of investment insurance and reinsurance,
debt and equity investments and investment guaranties;

HAVE AGREED as follows:

ARTICLE 1

As used in this Agreement, the following terms have the meanings herein provided. The
term "Investment Support" refers to any debt or equity investment, any investment guaranty and
any investment insurance or reinsurance which is provided by the Issuer in connection with a
project in the territory of the Republic of Korea. The term “Issuer” refers to OPIC and any
successor agency of the United States of America, and any agent of either.

ARTICLE 2

The two Governments confirm their understanding that the Issuer’s activities are governmental in
nature and therefore:

{a) The Issuer shall not be subject to regulatory laws of the Republic of Korea
specifically applicable to insurance or financial organizations. Except to the extent otherwise



2 Haaja_st Bese] Palo] jag al fe gape] moto] ave
apy aaah EL vislalzteale] dels wate
Age AY KE aad BAM} gee as. AA Ma. Sq se
Tle Ao] PVA las} Weyelo] Hse zh yl ols} ela}al
EAHA PMSS YS Ae] Ad- BP. SU EE age] delol
EAU a) sae As aged.

3. o] ZA M8} PAA olay Waele) sae ee gest
Beste, PPIs 248 AAe] Had I f= Age aqud g
2 AIS FIA] WNT. He, o] WBA lL AYE oO] Z ADao}
Jaq wYloey le RE dy PUIe FABIA Say
J APE FBS TST ATS ager) oye.

A 3 #

1 HEIN AVS soy PHelo] ASHe Faas Beata,
ae Aa- A. SA SS EP] Pale] Wey ee aera val
WA ASH: WF BHe wg she 4g Se gaa waelo] aye
242 ASE A ES AIG FF4 TAG Aso] PVE + ae qe

BY Bea] he HPS Hes JEdoy Fo ed.

ne,

2 lat Ss 2 wae tedoese we qd EE Aaa olaa +
On, Ge Ae Fo EE AA AP VSS sae] Weds gear
AA HAYS] Yo sho] ARB ol 7S aC,



-2-

provided in this Agreement, the operations of the Issuer in the Republic of Korea shall be subject
to appropriate Korean law and applicable international law.

{b) If the Issuer makes a payment to any person or entity, or exercises its rights as a
creditor or subrogee, in connection with any Investment Support, the Government of the
Republic of Korea shall recognize the transfer to, or acquisition by, the Issuer of any cash,
accounts, credits, instruments or other assets in connection with such payment or the exercise of
such rights, as well as the succession of the Issuer to any right, title, claim, privilege or cause of
action existing, or which may arise, in connection therewith.

{c) With respect to any interests transferred to the Issuer or any interests to which the
Issuer succeeds under this Article, the Issuer shall assert no greater rights than those of the person
or entity from whom such interests were received, provided that nothing in this Agreement shall
limit the right of the Government of the United States of America to assert a claim under
international law in its sovereign capacity, as distinct from any rights it may have as the Issuer
pursuant to paragraph (b) of this Article.

ARTICLE 3

{a) Amounts in the currency of the Republic of Korea, including cash, accounts,
credits, instruments or otherwise, acquired by the Issuer upon making a payment, or upon the
exercise of its rights as a creditor, in connection with any Investment Support provided by the
{ssuer for a project in the Republic of Korea, shall be accorded treatment in the territory of the
Republic of Korea no less favorable as to use and conversion than the treatment to which such
funds would have been entitled in the hands of the person or entity from which the Issuer
acquired such amounts.

(b) Such currency and credits may be transferred by the Issuer to any person or entity
and upon such transfer shall be freely available for use by such person or entity in the territory of
the Republic of Korea in accordance with its laws.

ARTICLE 4

(a) Any dispute between the Government of the United States of America and the
Government of the Republic of Korea regarding the interpretation of this Agreement or which, in
the opinion of either party hereto, presents a question of international law arising out of any
project or activity for which Investment Support has been provided shall be resolved, insofar as
possible, through negotiations between the two Governments. If, six months following a request
for negotiations hereunder, the two Governments have not resolved the dispute, the dispute,
including the question of whether such dispute presents a question of international law, shall be



submitted, at the initiative of either Government, to an arbitral tribunal for resolution in
accordance with paragraph (b) of this Article.

(b) The arbitral tribunal referred to in paragraph (a) of this Article shall be established
and shall function as follows:

(i) Each Government shall appoint one arbitrator. These two arbitrators shall
by agreement designate a president of the tribunal who shall be a citizen of a third state
and whose appointment shall be subject to acceptance by the two Governments. The
arbitrators shall be appointed within three months, and the president within six months, of
the date of receipt of either Government's request for arbitration. If the appointments are
not made within the foregoing time limits, either Government may, in the absence of any
other agreement, request the Secretary-General of the International Centre for the
Settlement of Investment Disputes to make the necessary appointment or appointments.
Both Governments hereby agree to accept such appointment or appointments.

(ii) Decisions of the arbitral tribunal shall be made by majority vote and shall
be based on the applicable principles and rules of international law. Its decision shall be
final and binding.

(iii) During the proceedings, each Government shall bear the expense of its
arbitrator and of its representation in the proceedings before the tribunal, whereas the
expenses of the president and other costs of the arbitration shall be paid in equal parts by
the two Governments. In its award, the arbitral tribunal may reallocate expenses and
costs between the two Governments.

(iv) In all other matters, the arbitral tribunal shall regulate its own procedures.

ARTICLE 5
(a) This Agreement shall enter into force on the date of signature.

{b) This Agreement shall continue in force until six months from the date of a receipt
of a note by which one Government informs the other of an intent to terminate this Agreement.
In such event, the provisions of this Agreement shall, with respect to Investment Support
provided while this Agreement was in force, remain in force so long as such Investment Support

remains outstanding, but in no case longer than twenty years after the termination of this
Agreement.