**PROTOCOL**

At the signing of the Convention between the Government of the United
States of America and the Government of the Kingdom of Belgium for the
Avoidance of Double Taxation and the Prevention of Fiscal Evasion with
Respect to Taxes on Income (hereinafter referred to as "the
Convention"), the Government of the United States of America and the
Government of the Kingdom of Belgium have agreed on the following
provisions. This Protocol shall form an integral part of the Convention.

*1. In reference to Article 7 (Business Profits)*

It is understood that the business profits to be attributed to a
permanent establishment shall include only the profits derived from the
assets used, risks assumed and activities performed by the permanent
establishment. The principles of the OECD Transfer Pricing Guidelines
will apply for purposes of determining the profits attributable to a
permanent establishment, taking into account the different economic and
legal circumstances of a single entity. Accordingly, any of the methods
described therein as acceptable methods for determining an arm's length
result may be used to determine the income of a permanent establishment
so long as those methods are applied in accordance with the Guidelines.
In particular, in determining the amount of attributable profits, the
permanent establishment shall be treated as having the same amount of
capital that it would need to support its activities if it were a
distinct and separate enterprise engaged in the same or similar
activities. With respect to financial institutions other than insurance
companies, a Contracting State may determine the amount of capital to be
attributed to a permanent establishment by allocating the institution's
total equity between its various offices on the basis of the proportion
of the financial institution's risk-weighted assets attributable to each
of them. In the case of an insurance company, there shall be attributed
to a permanent establishment not only premiums earned through the
permanent establishment, but that portion of the insurance company\'s
overall investment income from reserves and surplus that supports the
risks assumed by the permanent establishment.

*2. In reference to Article 14 (Income from Employment)*

With respect to paragraphs 1 and 2 of Article 14 (Income from
Employment), where remuneration is derived by a resident of one of the
States in respect of an employment, employment is exercised in the place
where the employee is physically present when performing the activities
for which the remuneration is paid, irrespective of the residence of the
payer, the place in which the contract of employment was made, the
residence of the employer, the place or time of payment, or the place
where the results of the work were exploited.

*3. In reference to Article 15 (Directors\' Fees)*

> a\) Article 15 (Directors\' Fees) also shall apply to fees received by
> a \"gerant\"/\"zaakvoerder\" of a company, other than a company with
> share capital, in his capacity as such.
>
> b\) i) Remuneration derived by a person referred to in Article 15 from
> a company which is a resident of a Contracting State in respect of the
> discharge of day-to-day functions of a managerial or technical,
> commercial or financial nature shall be taxable in accordance with the
> provisions of Article 14 (Income from Employment), and not Article 15;
> to the extent that the company is a Belgian company, Article 14 shall
> be applied as if such remuneration were remuneration derived by an
> employee in respect of an employment and as if references to the
> \"employer\" were references to the company.
>
> ii\) Remuneration received by a resident of a Contracting State in
> respect of his day-to-day activity as a partner of a company that is a
> resident of Belgium, other than a company with share capital, shall be
> taxable in accordance with the provisions of Article 14, as if such
> remuneration were remuneration derived by an employee in respect of an
> employment and as if references to the \"employer\" were references to
> the company.
>
> iii\) Article 7 (Business Profits), and not Article 14 or 15, shall
> apply to a partner\'s distributive share of the income of an entity
> that is treated as fiscally transparent, such as a U.S. partnership.

*4. In reference to Article 17 (Pensions, Social Security, Annuities,
Alimony, and*

*Child Support)*

The term \"similar legislation" is intended to refer to United States
tier 1

Railroad Retirement benefits.

*5. In reference to paragraph 1 of Article 24 (Mutual Agreement
Procedure)*

The term \"first notification of the action resulting in taxation not in
accordance with the provisions of the Convention\" shall mean:

> a\) in the case of Belgium, the date on which the notice of assessment
> containing an assessment or supplementary assessment is sent to the
> person who considers that the taxation provided for in such assessment
> or supplementary assessment is contrary to the provisions of the
> Convention; and
>
> b\) in the case of the United States, the date on which the taxpayer
> receives a notice of proposed adjustment or of assessment, whichever
> is earlier.

*6. In reference to paragraphs 7 and 8 of Article 24 (Mutual Agreement
Procedure)*

In respect of any case where the competent authorities have endeavored
but are

unable to reach an agreement under Article 24 regarding the application
of the Convention,

binding arbitration shall be used to determine such application, unless
the competent authorities

agree that the particular case is not suitable for determination by
arbitration. If an arbitration

proceeding (the Proceeding) under paragraph 7 of Article 24 commences,
the following rules

and procedures will apply.

a\) The Proceeding will be conducted in the manner prescribed by, and

subject to the requirements of, paragraphs 7 and 8 of Article 24 and
these rules

and procedures, as modified or supplemented by any other rules and
procedures

agreed upon by the competent authorities pursuant to subparagraph q)
below.

b\) The determination reached by an arbitration board in the Proceeding
shall

be limited to a determination regarding the amount of income, expense or
tax

reportable to the Contracting States.

c\) Notwithstanding the initiation of the Proceeding, the competent
authorities

may reach a mutual agreement to resolve a case and terminate the
Proceeding.

Correspondingly, a concerned person may withdraw a request for the
competent

authorities to engage in the Mutual Agreement Procedure (and thereby
terminate

the Proceeding) at any time.

d\) The requirements of subparagraph d) of paragraph 8 of Article 24
will be

met when the competent authorities have each received from each
concerned

person a statement agreeing that the concerned person and each person
acting on

the concerned person's behalf will not disclose to any other person any

information received during the course of the Proceeding from either
Contracting

State or the arbitration board, other than the determination of the
Proceeding. A

concerned person that has the legal authority to bind any other
concerned

person(s) on this matter may do so in a comprehensive statement.

e\) Each Contracting State will have 60 days from the date on which the

Proceeding begins to send a written communication to the other
Contracting State

appointing one member of the arbitration board. Within 60 days of the
date on

which the second such communication is sent, the two members appointed
by the

Contracting States will appoint a third member, who will serve as Chair
of the

board. If either Contracting State fails to appoint a member, or if the
members

appointed by the Contracting States fail to agree upon the third member
in the

manner prescribed by this paragraph, the remaining member(s) will be
appointed

by the highest-ranking member of the Secretariat at the Centre for Tax
Policy and

Administration of the Organisation for Economic Co-operation and
Development

(OECD) who is not a citizen of either Contracting State, by written
notice to both

Contracting States within 60 days of the date of such failure. The
competent

authorities will develop a non-exclusive list of individuals with
familiarity in

international tax matters who may potentially serve as the Chair of the
board. In

any case, the Chair shall not be a citizen of either Contracting State.

f\) The arbitration board may adopt any procedures necessary for the
conduct

of its business, provided that the procedures are not inconsistent with
any

provision of Article 24 or the Protocol to the Convention.

g\) Each of the Contracting States will be permitted to submit, within
60 days

of the appointment of the Chair of the arbitration board, a Proposed
Resolution

describing the proposed disposition of the specific monetary amounts of
income,

expense or taxation at issue in the case, and a supporting Position
Paper, for

consideration by the arbitration board. Copies of the Proposed
Resolution and

supporting Position Paper shall be provided by the board to the other
Contracting

State on the date on which the later of the submissions is submitted to
the board.

In the event that only one Contracting State submits a Proposed
Resolution within

the allotted time, then that Proposed Resolution shall be deemed to be
the

determination of the board in that case and the Proceeding shall be
terminated.

Each of the Contracting States may, if it so desires, submit a Reply
Submission to

the board within 120 days of the appointment of its Chair, to address
any points

raised by the Proposed Resolution or Position Paper submitted by the
other

Contracting State. Additional information may be submitted to the
arbitration

board only at its request, and copies of the board's request and the
Contracting

State's response shall be provided to the other Contracting State on the
date on

which the request or the response is submitted. Except for logistical
matters such

as those identified in subparagraphs l), n) and o) below, all
communications from

the Contracting States to the arbitration board, and vice versa, shall
take place

only through written communications between the designated competent

authorities and the Chair of the board.

h\) The arbitration board will deliver a determination in writing to the

Contracting States within six months of the appointment of its Chair.
The board

will adopt as its determination one of the Proposed Resolutions
submitted by the

Contracting States.

i\) In making its determination, the arbitration board will apply, as
necessary

and in descending order of priority:

i\) the provisions of the Convention;

ii\) any agreed commentaries or explanations of the Contracting States
concerning the Convention;

iii\) the laws of the Contracting States to the extent they are not
inconsistent with each other; and

iv\) any OECD Commentary, Guidelines or Reports regarding relevant
analogous portions of the OECD Model Tax Convention.

j\) The determination of the arbitration board in a particular case
shall be

binding on the Contracting States. The determination of the board will
not state a

rationale. It will have no precedential value.

k\) As provided in subparagraph e) of paragraph 8 of Article 24, the

determination of an arbitration board shall constitute a resolution by
mutual

agreement under Article 24. Each concerned person must, within 30 days
of

receiving the determination of the board from the competent authority to
which

the case was first presented, advise that competent authority whether
that

concerned person accepts the determination of the board. In the event
the case is

in litigation, each concerned person who is a party to the litigation
must also

advise, within the same time frame, the relevant court of its acceptance
of the

> determination of the board as the resolution by mutual agreement and
> withdraw from the consideration of the court the issues resolved
> through the Proceeding. If any concerned person fails to so advise the
> relevant competent authority and relevant court within this time
> frame, the determination of the board will be considered not to have
> been accepted in that case. Where the determination of the board is
> not accepted, the case may not subsequently be the subject of a
> Proceeding.

l\) Any meeting(s) of the arbitration board shall be in facilities
provided by

the Contracting State whose competent authority initiated the mutual
agreement

proceedings in the case.

m\) The treatment of any associated interest or penalties will be
determined by

applicable domestic law of the Contracting State(s) concerned.

n\) No information relating to the Proceeding (including the board\'s

determination) may be disclosed by the members of the arbitration board
or their

staffs or by either competent authority, except as permitted by the
Convention and

the domestic laws of the Contracting States. In addition, all material
prepared in

the course of, or relating to, the Proceeding shall be considered to be
information

exchanged between the Contracting States. All members of the arbitration
board

and their staffs must agree in statements sent to each of the
Contracting States in

confirmation of their appointment to the arbitration board to abide by
and be

subject to the confidentiality and nondisclosure provisions of Article
25

(Exchange of Information and Administrative Assistance) of the
Convention and

the applicable domestic laws of the Contracting States. In the event
those

provisions conflict, the most restrictive condition shall apply.

o\) The fees and expenses will be borne equally by the Contracting
States. In

general, the fees of members of the arbitration board will be set at the
fixed

amount of \$2,000 (two thousand United States dollars) per day or the
equivalent

amount in euro, subject to modification by the competent authorities. In
general,

the expenses of members of the arbitration board will be set in
accordance with

the International Centre for Settlement of Investment Disputes (ICSID)
Schedule

of Fees for arbitrators (as in effect on the date on which the
arbitration

> proceedings begin), subject to modification by the competent
> authorities. Any fees for language translation will also be borne
> equally by the Contracting States. Meeting facilities, related
> resources, financial management, other logistical support, and general
> administrative coordination of the Proceeding will be provided, at its
> own cost, by the Contracting State whose competent authority initiated
> the mutual agreement proceedings in the case. Any other costs shall be
> borne by the Contracting State that incurs them.

p\) For purposes of paragraphs 7 and 8 of Article 24 and this paragraph,
each

competent authority will confirm in writing to the other competent
authority and

to the concerned person(s) the date of its receipt of the information
necessary to

undertake substantive consideration for a mutual agreement. Such
information

will be:

i\) in the United States, the information required to be submitted to
the United States competent authority under Revenue Procedure 2002-52,
section 4.05 (or any applicable successor provisions) and, for cases
initially submitted as a request for an Advance Pricing Agreement, the
information required to be submitted to the Internal Revenue Service
under Revenue Procedure 2006-9, section 4 (or any applicable successor
provisions), and

ii\) in Belgium, any information that would be required under
instructions or commentaries published by the Federal Public Service
Finance.

However, this information shall not be considered received until both
competent

authorities have received copies of all materials submitted to either
Contracting

State by the concerned person(s) in connection with the mutual agreement

procedure.

q\) The competent authorities of the Contracting States may modify or

supplement the above rules and procedures as necessary to more
effectively

implement the intent of paragraph 7 of Article 24 to eliminate double
taxation.

*7.* *In reference to Article 25 (Exchange of Information and
Administrative Assistance)*

Banking records will be exchanged only upon request.  If the request
does not identify both a specific taxpayer and a specific bank or
financial institution, the competent authority of the requested State
may decline to obtain any information that it does not already possess.

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

DONE at Brussels in duplicate, in the English language, this
twenty-seventh day of November, 2006.

FOR THE GOVERNMENT OF FOR THE GOVERNMENT OF

THE UNITED STATES OF AMERICA: THE KINGDOM OF BELGIUM: