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

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

AFFIRMING their common desire to encourage economic activities in the Republic of
Zimbabwe that promote the development of the economic resources and productive capacities of
the Republic of Zimbabwe; 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 pyovided. 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 Zimbabwe. The term "Issuer" refers to OPIC and any
successor agency of the United States of America, and any agent of either. The term "Taxes"
means all present and future taxes, levies, imposts, stamps, duties and charges imposed in the
Republic of Zimbabwe and all liabilities with respect thereto.

ARTICLE 2

(a) The Issuer shall not be subject to regulation under the laws of the Republic of
Zimbabwe applicable to insurance or financial organizations.

(b) All operations and activities undertaken by the Issuer in connection with any
Investment Support, and all payments, whether of interest, principal, fees, dividends, premiums or
the proceeds from the liquidation of assets or of any other nature, that are made, received or
guaranteed by the Issuer in connection with any Investment Support shall be exempt from Taxes.
The Issuer shall not be subject to any Taxes in connection with any transfer, succession or other
acquisition which occurs pursuant to paragraph (c) of this Article or Article 3(a) hereof. Any
project in connection with which Investment Support has been provided shall be accorded tax
treatment no less favorable than that accorded to projects benefiting from the investment support
programs of any other national or multilateral development institution which operates in the
Republic of Zimbabwe.

(c) 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 Zimbabwe 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,



2

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,

(d) 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 (c) of this Article.

ARTICLE 3

(a) Amounts in the currency of the Republic of Zimbabwe, 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
Issuer for a project in the Republic of Zimbabwe, shall be accorded treatment in the territory of the
Republic of Zimbabwe 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 ip the territory of
the Republic of Zimbabwe 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 Zimbabwe 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:

(6) 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 on which the Government of the
Republic of Zimbabwe notifies the Government of the United States of America that all legal
requirements for entry into force of this Agreement have been fulfilled.

(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.

(c)  Uponentry into force, this Agreement shall supersede the investment incentive
agreement between the Government of the United States of America and the Government of the
Republic of Zimbabwe done at Harare on June 20, 1990. Any matter concerning the Republic of
Zimbabwe relating to support by OPIC of investments in the territory of the Republic of
Zimbabwe prior to the entry into force of this Agreement shall be resolved under the terms of this
Agreement.

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

Done at Harare, Zimbabwe, on the 20th day of January, 1999, in duplicate, both texts
being equally authentic.

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

ester Sow ennch Que,