The Government of the United States of America and the Government of the Republic of Panama (hereinafter "the Parties");

Desiring to make more effective the Treaty Concerning the Treatment and Protection of Investments between the Parties, signed at Washington on October 27, 1982 (hereinafter "the Treaty");

Have agreed to amend the Treaty as follows:

ARTICLE I

1. The text of Article VII(3) shall read as follows:

(a) At any time after six months from the date upon which the dispute arose, the national or company concerned may choose to consent in writing to the submission of the dispute:

(i) to the International Centre for the Settlement of Investment Disputes ("Centre"), established by the Convention on the Settlement of Investment Disputes between States and Nationals of other States, done at Washington, March 18, 1965 ("ICSID Convention"), for settlement either by conciliation or binding arbitration;

(ii) to the Additional Facility of the Centre, if the Centre is not available, for settlement either by conciliation or binding arbitration; or

(iii) in accordance with the Arbitration Rules of the United Nations Commission on International Trade Law ("UNCITRAL Rules"), for settlement by binding arbitration.

Once the national or company concerned has so consented, either party to the dispute may institute proceedings before the Centre, the Additional Facility or in accordance with the UNCITRAL Rules, provided the dispute has not, for any reason, been submitted for resolution in accordance with any applicable dispute settlement procedures previously agreed to by the parties to the dispute, and the national or company concerned has not brought the dispute before the courts of justice, administrative tribunals or agencies of competent jurisdiction of either Party.

(b) Each Party hereby consents to the submission of an investment dispute in accordance with the choice of the national or company under paragraph 3(a)(i), (ii), and (iii). This consent and the submission of the dispute by a national or company under paragraph 3(a) shall satisfy the requirement of:

(i) Chapter II of the ICSID Convention (Jurisdiction of the Centre) and the Additional Facility Rules for written consent of the parties to the dispute; and

(ii) Article II of the Convention on the Recognition and Enforcement of Foreign Arbitral Awards done at New York, June 10, 1958, under the auspices of the United Nations for an "agreement in writing."

(c) Where the national or company chooses to submit the dispute to the Centre or the Additional Facility, in accordance with paragraph 3(a), conciliation or binding arbitration of such disputes shall be done in accordance with the provisions of the Regulations and Rules of the Centre or of the Additional Facility respectively.

(d) Each Party shall provide for the enforcement within its territory of arbitral awards rendered pursuant to this Article.

(e) Any arbitration under paragraph 3(a)(ii) or 3(a)(iii) shall be held in a state that is a party to the Convention on the Recognition and Enforcement of Foreign Arbitral Awards done at New York, June 10, 1958, under the auspices of the United Nations.

2. The text of Article VII(5) shall read as follows:

5. For the purposes of Article 25(2)(b) of the ICSID Convention and this Article, any company duly incorporated, constituted or otherwise duly organized under the applicable laws and regulations of either Party or a political subdivision thereof but that immediately before the occurrence of the event or events giving rise to the dispute, was owned or controlled by nationals or companies of the other Party, shall be treated as a national or company of the other Party.

ARTICLE II

1. This Protocol shall form an integral part of the Treaty, and shall enter into force upon an exchange of notes confirming that the Parties have completed their domestic legal requirements for entry into force of this Protocol.

2. This Protocol shall remain in force for so long as the Treaty shall remain in force. If the Treaty is terminated, this Protocol shall continue to be effective for a further period of ten years as provided in Article XIII(4) of the Treaty.

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

DONE in duplicate at Panama, this first day of June, 2000, in the English and Spanish languages, both texts being equally authentic.