ii) | During the proceedings, each party 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 parties. In its award, the arbitral tribunal may reallocate
expenses and costs between the two parties.

(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 by both
parties.

(b) This Agreement shall continue in force until six months from the date of a
receipt of a note by which one party 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.

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

Done at Washington, District of Columbia, on the 23rd day of March, 2000, and
Brussels, Belgium, on the 29 day of March , 2000, in duplicate, in the English
language. A text of this Agreement shall be prepared in the official language of the
Republic of Montenegro, which shall be considered equally authentic upon an exchange
of notes confirming its conformity with the English language text.

FOR THE GOVERNMENT OF FOR THE GOVERNMENT OF
THE UNITED STATES OF THE REPUBLIC OF MONTENEGRO:
RICA: Gr
arte oe



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

THE GOVERNMENT OF THE UNITED STATES OF AMERICA AND THE
GOVERNMENT OF THE REPUBLIC OF MONTENEGRO (THE “PARTIES”),

AFFIRMING their common desire to encourage economic activities in the Republic
of Montenegro that promote the development of the economic resources and productive
capacities of the Republic of Montenegro; 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 Montenegro. 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, stamp,
duties, and charges, whether direct or indirect, imposed in the Republic of Montenegro
and all liabilities with respect thereto.



ARTICLE 2

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

(a) The Issuer shall not be subject to regulation under the laws of or effective
within the Republic of Montenegro applicable to insurance or financial organizations,
but, in the provision of Investment Support, shall be afforded all rights and have access to
all remedies of any such entity, whether domestic, foreign or multilateral.

{b) The Issuer, all operations and activities undertaken by the Issuer in
connection with any Investment Support, and all payments, whether of interest, principal,
fees, dividends, premiums, 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, whether imposed directly on the Issuer or payable in
the first instance by others. Neither projects receiving Investment Support nor investors in
such projects shall be exempt from Taxes by operation of this Article; provided, however,
that any Investment Support shall be accorded tax treatment no less favorable than that
accorded to the investment support of any other national or multilateral development
institution which operates in the Republic of Montenegro. The Issuer shall not be subject
to Taxes in connection with any transfer, succession, or other acquisition which occurs
pursuant to paragraph (c) of this Article or Article 3(a) hereof, but obligations for Taxes
previously accrued and unpaid with respect to interests received by the Issuer shall not be
extinguished as a result of such transfer, succession or other acquisition.

(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 Republic
of Montenegro 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.

(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 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 Montenegro, 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 Montenegro shall be
accorded treatment in the territory of Montenegro 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 Montenegro 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 Montenegro regarding the interpretation or
application of this Agreement arising out of any project or activity for which Investment
Support has been provided shall be resolved, insofar as possible, through negotiations. If,
six months following a request for negotiations hereunder, the dispute has not been
resolved, the dispute shall be submitted, at the initiative of either party, 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:

@ Each party shall appoint one arbitrator. These two arbitrators shall
by agreement designate a president of the tribunal who shall be a citizen of a state
other than the United States of America and the Republic of Montenegro and
whose appointment shall be subject to acceptance by the two parties. The
arbitrators shall be appointed within three months, and the president within six
months, of the date of receipt of either party’s request for arbitration. If the
appointments are not made within the foregoing time limits, either party may, in
the absence of any other agreement, request the Secretary-General of the
Intemational Centre for the Settlement of Investment Disputes to make the

necessary appointment or appointments. Both parties 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.