ARTICLE 29

Termination

This Agreement shall remain in force until terminated by a Contracting State. Either Contracting State may terminate the Agreement at any time after 5 years from the date on which the Agreement enters into force, provided that at least 6-months prior notice of termination has been given through diplomatic channels. In such event, the Agreement shall cease to have effect:

a) in respect of taxes withheld at source, for amounts paid or credited on or after the first day of January next following the expiration of the 6-months period;

b) in respect of other taxes, for taxable periods beginning on or after the first day of January next following the expiration of the 6-months period.

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

DONE at Washington, in duplicate, this twenty-eighth day of March 19 96, in the English and Turkish languages, the texts having equal authenticity.

FOR THE GOVERNMENT OF THE FOR THE GOVERNMENT OF UNITED STATES OF AMERICA: THE REPUBLIC OF TURKEY: (s) Robert E. Rubin (s) Kamel Kavatas

PROTOCOL

At the moment of signing the Agreement Between the Government of the United States of America and the Government of the Republic of Turkey for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income, the undersigned have agreed that the following provisions shall form an integral part of the Agreement.

I. Ad Article 4 (Resident)

It is understood that, for purposes of determining whether a citizen or national of a Contracting State is a resident of that Contracting State for purposes of this Agreement, the principles of subparagraphs a) through d) of paragraph 2 of Article 4 shall be applied to determine whether such citizen or national is a resident of the United States, Turkey, or any third country.

II. Ad Article 7 (Business Profits)

In respect of paragraph 1 of Article 7, profits derived from the sale of goods or merchandise of the same or similar kind as those sold, or from other business activities of the same or similar kind as those effected, through that permanent establishment may be considered attributable to that permanent establishment if it is proved that the sale or activities were structured in a manner intended to avoid taxation in the State where the permanent establishment is situated.

III. Ad Article 7 (Business Profits)

In respect of paragraph 3 of Article 7, in determining the profits of a permanent establishment there shall not be allowed as deductions payments for interest, royalties, commissions or other similar payments made to the head office of the enterprise itself or to other permanent establishments, unless the payments are reimbursements of actual expense incurred for the purposes of the permanent establishment.

IV. Ad Articles 5 (Permanent Establishment), 7 (Business Profits) and

14 (Independent Personal Services)

It is understood that income derived by a resident of a Contracting State from an installation or drilling rig or ship used for the exploration or exploitation of natural resources in the other Contracting State shall be treated as business profits or independent personal services income. If such income is derived by an enterprise of a Contracting State from services or activities performed in the other Contracting State, then that other State may tax such income only if:

a) the enterprise has a permanent establishment other than the installation, drilling rig, or ship itself in that other State through which the services or activities are performed; or

b) the period or periods during which the services or activities are performed exceed in the aggregate 183 days in any continuous period of 12 months.

The mere presence of an installation, drilling rig, or ship shall never constitute a permanent establishment.

V. Ad Articles 7 (Business Profits), 10 (Dividends), 11 (Interest), 12 (Royalties),

13 (Gains), 14 (Independent Personal Services) and 21 (Other Income)

In applying paragraphs 1 and 2 of Article 7, paragraphs 4 and 5 of Article 10, paragraph 5 of Article 11, paragraph 4 of Article 12, paragraph 3 of Article 13, Article 14, and paragraph 2 of Article 21, income or gain may be attributable to a permanent establishment or fixed base even if the income or gain is deferred until such permanent establishment or fixed base has ceased to exist.

VI. Ad Article 10 (Dividends)

In respect of paragraph 3 of Article 10, it is understood that the term dividends in the case of Turkey shall include distributions from securities investment funds and real estate investment funds.

VIII. Ad Articles 10 (Dividends) and 11 (Interest)

It is understood that the term "contingent interest," used in paragraph 8 b) of Article 11, will be defined in accordance with the provisions of sections 871(h) (4) and 881(c) (4) of the Internal Revenue Code when such interest arises in the United States.

VIII. Ad Article 23 (Relief from Double Taxation)

The United States shall allow a credit against the Alternative Minimum Tax (AMT) for taxes paid to Turkey. This credit may not offset more than 90 percent of the AMT. However, foreign tax credits that are unused because of this 90 percent limitation, may be carried forward and backward to be used against other years AMT liability. If the percentage limitation mentioned above for foreign tax credits is increased under U.S. law, the higher percentage will be used under this Agreement.

IX. Ad Article 23 (Relief from Double Taxation)

For purposes of paragraph 1 of Article 23, the withholding tax under Article 94 of Turkey's Income Tax Law will not be considered an income tax. Thus, whether that tax is a creditable income tax will depend upon whether it meets U.S. standards under the Internal Revenue Code.

X. Ad Article 25 (Mutual Agreement Procedure)

It is understood that with respect to paragraph 2 of Article 25 the taxpayer must in the case of Turkey claim the refund resulting from such mutual agreement within a period of one year after the tax administration has notified the taxpayer of the result of the mutual agreement.

DONE at Washington, in duplicate, this twenty-eight day of March 19 96, in the English and Turkish languages, the texts having equal authenticity.

FOR THE GOVERNMENT OF THE FOR THE GOVERNMENT OF THE UNITED STATES OF AMERICA: REPUBLIC OF TURKEY: (s) Robert E. Rubin (s) Kamel Kavatas