(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.

(ii) 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.

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 15th day of March, 2002, in duplicate, in the English language.

FOR THE GOVERNMENT OF FOR THE GOVERNMENT OF
THE UNITED STATES OF AMERICA THE REPUBLIC OF PALAU
Peter S. Watson ey Rer bs lu, Jr.
President and CEO, Tema H of tl iblic of Palau

Overseas Private Investment Corporation



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

THE GOVERNMENT OF THE UNITED STATES OF AMERICA and THE
GOVERNMENT OF THE REPUBLIC OF PALAU

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



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 regulation under the laws of the
Republic of Palau 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 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, 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 Palau. 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
Government of the Republic of Palau 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 shal] 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 Palau, 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 Palau,
shall be accorded treatment in the territory of the Republic of Palau 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 Palau 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 Palau 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:

@) 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.