This is a technical explanation of the Protocol and the related Memorandum of Understanding signed at Paris on January 13, 2009 (hereinafter the "Protocol" and "Memorandum of Understanding" respectively), amending the Convention between the Government of the United States of America and the Government of the French Republic for the avoidance of double taxation and the prevention of fiscal evasion with respect to taxes on income and capital, signed at Paris on August 31, 1994, as amended by the Protocol signed on December 8, 2004 (together, the "existing Convention"). Negotiations took into account the U.S. Department of the Treasury's current tax treaty policy and the Treasury Department's Model Income Tax Convention, published on November 15, 2006 (the "U.S. Model"). Negotiations also took into account the Model Tax Convention on Income and on Capital, published by the Organisation for Economic Cooperation and Development (the "OECD Model"), and recent tax treaties concluded by both countries. This Technical Explanation is an official guide to the Protocol and Memorandum of Understanding. It explains policies behind particular provisions, as well as understandings reached during the negotiations with respect to the interpretation and application of the Protocol and Memorandum of Understanding. References to the "existing Convention" are intended to put various provisions of the Protocol into context. The Technical Explanation does not, however, provide a complete comparison between the provisions of the existing Convention and the amendments made by the Protocol. The Technical Explanation is not intended to provide a complete guide to the existing Convention as amended by the Protocol and Memorandum of Understanding. To the extent that the existing Convention has not been amended by the Protocol and Memorandum of Understanding, the Technical Explanations of the Convention signed at Paris on August 31, 1994 (the "1994 Convention") and the Protocol signed on December 8, 2004 (the "2004 Protocol") remain the official explanation. To the extent that a paragraph from the 1994 Convention or the 2004 Protocol has not been changed, the technical explanations to the 1994 Convention and the 2004 Protocol, respectively, remain the official explanation. References in this Technical Explanation to "he" or "his" should be read to mean "he or she" or "his or her." References to the "Code" are to the Internal Revenue Code of 1986, as amended.