ARTICLE XIII

Paragraph 5 of Article 25 (Mutual Agreement Procedure) of the Convention shall be

deleted and replaced with the following paragraph:

“5. Where, pursuant to a mutual agreement procedure under this Article, the

competent authorities have endeavored but are unable to reach a complete agreement in a

case, the case shall be resolved through arbitration conducted in the manner prescribed

by, and subject to, the requirements of paragraph 6 and any rules or procedures agreed

upon by the Contracting States, if:

a) tax returns have been filed with at least one of the Contracting States with respect

to the taxable years at issue in the case;

b) the case

aa) is a case that

A) involves the application of one or more Articles that the Contracting States have

agreed shall be the subject of arbitration, and

B) is not a particular case that the competent authorities agree, before the date on

which arbitration proceedings would otherwise have begun, is not suitable for

determination by arbitration, or

bb) is a particular case that the competent authorities agree is suitable for

determination by arbitration; and

c) all concerned persons agree according to the provisions of subparagraph d) of

paragraph 6.

6. For the purposes of paragraph 5 and this paragraph, the following rules and

definitions shall apply:

a) The term “concerned person” means the presenter of a case to a competent

authority for consideration under this Article and all other persons, if any, whose tax

liability to either Contracting State may be directly affected by a mutual agreement

arising from that consideration;

b) The “commencement date” for a case is the earliest date on which the information

necessary to undertake substantive consideration for a mutual agreement has been

received by both competent authorities;

c) Arbitration proceedings in a case shall begin on the later of:

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aa) Two years after the commencement date of that case, unless both competent

authorities have previously agreed to a different date, and

bb) The earliest date upon which the agreement required by subparagraph d) has been

received by both competent authorities;

d) The concerned person(s), and their authorized representatives or agents, must

agree prior to the beginning of arbitration proceedings not to disclose to any other person

any information received during the course of the arbitration proceeding from either

Contracting State or the arbitration board, other than the determination of such board;

e) Unless any concerned person does not accept the determination of an arbitration

board, the determination shall constitute a resolution by mutual agreement under this

Article and shall be binding on both Contracting States with respect to that case; and

f) For purposes of an arbitration proceeding under paragraph 5 and this paragraph,

the members of the arbitration board and their staffs shall be considered “persons or

authorities” to whom information may be disclosed under Article 26 (Exchange of

Information and Administrative Assistance) of the Convention.”