this Agreement or which, in the opinion of one of the
Governments, presents a question of international law
arising out of any project or activity for which
Coverage has been issued shall be resolved, insofar as
possible, through negotiations between the two
Governments. If, at the end of six months following
the request for negotiations, the two Governments have
not resolved the dispute by agreement, 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
function as follows:

(i) Each Government shall appoint one
arbitrator; these two arbitrators shall, by
agreement, designate a president of the arbitral
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



provisions shall continue in effect with respect to
such Coverage or loans for a period of twenty years

after the date of termination of this Agreement.

This Agreement shall enter into force on the date of

signing.

DONE at Washington on the 94, day of _Ma fy
1992, in duplicate, in the English and Russian languages,
both texts being equally authentic. A Kazakh language text
shall be prepared which shall be considered equally
authentic upon an exchange of diplomatic notes confirming

its conformity with the English language text.

FOR THE GOVERNMENT OF FOR THE GOVERNMENT OF
THE UNITED STATES OF AMERICA: THE REPUBLIC OF KAZAKHSTAN:

Aff RS


ARTICLE 4

(a) Amounts in the currency of the Republic of
Kazakhstan, including credits thereof, acquired by the
Issuer in connection with payment to a party under
Coverage shall be accorded treatment in the territory
of the Republic of Kazakhstan no less favorable as to
use and conversion than the treatment to which such
funds would be entitled in the hands of the party under
Coverage.

(b) Such amounts 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
Kazakhstan in accordance with its laws.

(c) The provisions of this Article shall also
apply to any amounts and credits in the currency of the
Republic of Kazakhstan which may be accepted by the
Issuer in settlement of obligations with respect to
loans made by the Issuer for projects in the Republic

of Kazakhstan.

ARTICLE 5
(a) Any dispute between the Government of the
United States of America and the Government of the

Republic of Kazakhstan regarding the interpretation of



~6-

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, and both Governments
agree to accept such appointment or appointments.

(ii) The arbitral tribunal shall base its
decision on the applicable principles and rules of
international law. The arbitral tribunal shall
decide by majority vote. Its decision shall be
final and binding.

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

(iv) In all other matters, the arbitral

tribunal shall regulate its own procedures.



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

The Government of the United States of America and the
Government of the Republic of Kazakhstan;

Affirming their common desire to encourage economic
activities in the Republic of Kazakhstan which promote the
development of the economic resources and productive
capacities of the Republic of Kazakhstan; and

Recognizing that this objective can be promoted through
investment insurance (including reinsurance), loans and
investment guaranties which are backed in whole or in part
by the Government of the United States of America and
provided by the Overseas Private Investment Corporation
("OPIC"), an agency of the Government of the United States
of America;

Have agreed as follows:

ARTICLE 1
As used in this Agreement, the term "Coverage" shall
refer to any investment insurance, reinsurance or
investment guaranty which is provided by an Issuer in
connection with a project in the territory of the
Republic of Kazakhstan, and the term "Issuer" shall
refer to OPIC, any successor agency of the Government

of the United States of America, and the agent of either.



c) Nothing in this Agreement shall limit the
right of either government to assert a claim under
international law in its sovereign capacity, as
distinct from any rights it may have under this

Agreement.

ARTICLE 6

The two Governments, desiring reciprocity, agree
that, in the event the Government of the Republic of
Kazakhstan makes arrangements to issue Coverage or make
loans for projects in the United States of America
under a program similar in substance to the investment
incentive program to which this Agreement relates,
provisions equivalent to those of this Agreement shall
apply with respect to such arrangements upon completion
of the constitutional or other legal processes of both

Governments approving such provisions.

ARTICLE 7
This Agreement shall continue in force until the
expiration of twelve months from the date on which
either Government shall have given written notice of
termination of this Agreement to the other. Provided
that in respect of Coverage issued or loans made at any

time before the termination of this Agreement, its


ARTICLE 2

(a) (i) If the Issuer makes payment to any party

under Coverage, the Government of the Republic of

Kazakhstan shall, subject to the provisions of

Article 3 of this Agreement, recognize the

transfer to the Issuer of any assets, including

those in the form of investment as well as
currency or credits, in connection with such
payment, 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.

(ii) If the Issuer, in the exercise of its
rights as a creditor, acquires any such assets or
succeeds to any right, title, claim, privilege or
cause of action, the Government of the Republic of
Kazakhstan shall, subject to the provisions of
Article 3 of this Agreement, recognize such
acquisition or succession.

(b) The Issuer shall assert no greater rights
than those of the party from whom such rights were
acquired as described in paragraph (a) of this Article.

(c) The Issuer, as a non-commercial agency of the
Government of the United States of America, shall not

be subject to regulation under the laws of the Republic



of Kazakhstan applicable to commercial insurance or
financial organizations.

(d) Interest and fees on loans made or guaranteed
by the Issuer shall be exempt from tax in the Republic
of Kazakhstan. The Issuer shall not be subject to tax
in the Republic of Kazakhstan as a result of any
transfer, succession or other acquisition described in
paragraph (a) of this Article. In all other cases, tax
treatment of transactions conducted by the Issuer in
the Republic of Kazakhstan shall be determined by
applicable law of the Republic of Kazakhstan or
specific agreement between the Government of the United

States and the Government of the Republic of Kazakhstan.

ARTICLE 3
To the extent that the laws of the Republic of

Kazakhstan partially or wholly invalidate or prohibit the
transfer, succession or other acquisition, as described
in Article 2(a) of this Agreement, of any interest in any
property within the territory of the Republic of
Kazakhstan by the Issuer, the Government of the Republic
of Kazakhstan shall permit the Issuer to make appropriate
arrangements pursuant to which such interests are
transferred to a person or entity permitted to own such

interests under the laws of the Republic of Kazakhstan.