Addis Ababa on March 17,1967 and March 8,1968. Any matter relating to
support by OPIC of investments in the territory of the Federal Democratic
Republic of Ethiopia 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 Addis Ababa, Federal Democratic Republic of Ethiopia on the 24th day of
October, 2000, in two originals in the English language, both texts being equally
authentic.

FOR THE GOVERNMENT OF FOR THE GOVERNMENT OF

THE UNITED STATES OF THE FEDERAL DEMOCRATIC

AMERICA REPUBLIC OF ETHIOPIA
TIBOR P. NAGY, JR. TADESSE HAD

US Ambassador to Ethiopia General Manager

Ethiopian I a yf ‘Authority

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EA



ii.

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 Center for the Settlement of
Investment Disputes to make the necessary appointment or appointments. Both
Governments hereby agree to accept such appointment or appointments.

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.

a)

b)

c)

ARTICLE 5

This Agreement shall enter into force on the date on which the Government of the
Federal Democratic Republic of Ethiopia notifies the Government of the United
States of America that all legal requirements for entry into force of this
Agreement have been fulfilled.

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.

Upon entry into force, this Agreement shall supersede the agreement on
investment guaranties between the Government of the United States of America
and the Imperial Ethiopian Government effected by exchange of notes signed at
Addis Ababa on August 3,1962 and amended by an exchange of notes signed at



Embassy of the United States of America

INVESTMENT INCENTIVE AGREEMENT
BETWEEN
THE GOVERNMENT OF THE UNITED STATES OF AMERICA
AND
THE GOVERNMENT OF THE FEDERAL DEMOCRATIC REPUBLIC
OF ETHIOPIA

The GOVERNMENT OF THE UNITED STATES OF AMERICA and THE
GOVERNMENT OF THE FEDERAL DEMOCRATIC REPUBLIC OF
ETHIOPIA;

AFFIRMING their common desire to encourage economic activities in the Federal
Democratic Republic of Ethiopia that promote the development of the economic
resources and productive capacities of the Federal Democratic Republic of Ethiopia;
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 térm “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 Federal Democratic



Republic of Ethiopia. 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
Federal Democratic Republic of Ethiopia and all liabilities with respect thereto.

a)

b)

c)

qd)

ARTICLE 2

The Issuer is a governmental agency of the United States of America and acts in a
governmental capacity in connection with and in providing Investment Support
and will be treated as such at all times by the Government of the Federal
Democratic Republic of Ethiopia. The laws of the Federal Democratic Republic
of Ethiopia applicable to insurance or financial organizations will be applied to
the Issuer in the event that the Issuer commences commercial activity within the
territory of the Federal Democratic Republic of Ethiopia. Nothing in this
Paragraph (a) shall be interpreted to exempt any entity that has benefited from
Investment Support from the application of any regulatory law of the Federal
Democratic Republic of Ethiopia relating to insurance or financial organizations,
which is otherwise applicable to it.

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 favourable than that accorded to projects benefiting from the
investment support programs of any other national or multilateral development
institution which operates in the Federal Democratic Republic of Ethiopia.

Tf 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 Federal Democratic Republic of Ethiopia 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.
a

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


b)

a)

b)

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

Amounts in the currency of the Federal Democratic Republic of Ethiopia,
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 Federal Democratic Republic of Ethiopia, shall be accorded treatment in the
territory of the Federal Democratic Republic of Ethiopia 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.

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 Federal Democratic Republic of Ethiopia in accordance with
its laws. .

ARTICLE 4

Any dispute between the Government of the United Sates of America and the
Government of the Federal Democratic Republic of Ethiopia 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.

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