Bilateral Agreement between the US and South Korea to Implement FATCA

AGREEMENT BETWEEN THE GOVERNMENT OF THE UNITED STATES OF

AMERICA AND THE GOVERNMENT OF THE REPUBLIC OF KOREA TO

IMPROVE INTERNATIONAL TAX COMPLIANCE

Whereas, the Government of the United States of America and the Government of the

Republic of Korea (each, a “Party”, and together the “Parties”) desire to conclude an

agreement to improve international tax compliance through mutual assistance in tax matters

based on an effective infrastructure for the automatic exchange of information;

Whereas, Article 28 of the Convention between the United States of America and the

Republic of Korea for the Avoidance of Double Taxation and the Prevention of Fiscal

Evasion with respect to Taxes on Income and the Encouragement of International Trade and

Investment (the “Convention”), done at Seoul on June 4, 1976 authorizes exchange of

information for tax purposes, including on an automatic basis;

Whereas, the United States of America enacted provisions commonly known as the Foreign

Account Tax Compliance Act (“FATCA”), which introduce a reporting regime for financial

institutions with respect to certain accounts;

Whereas, the Government of the Republic of Korea is supportive of the underlying policy

goal of FATCA to improve tax compliance;

Whereas, FATCA has raised a number of issues, including that Korean financial institutions

may not be able to comply with certain aspects of FATCA due to domestic legal

impediments;

Whereas, the Government of the United States of America collects information regarding

certain accounts maintained by U.S. financial institutions held by residents of Korea and is

committed to exchanging such information with the Government of the Republic of Korea

and pursuing equivalent levels of exchange;

Whereas, the Parties are committed to working together over the longer term towards

achieving common reporting and due diligence standards for financial institutions;

Whereas, the Government of the United States of America acknowledges the need to

coordinate the reporting obligations under FATCA with other U.S. tax reporting obligations

of Korean financial institutions to avoid duplicative reporting;

Whereas, an intergovernmental approach to FATCA implementation would address legal

impediments and reduce burdens for Korean financial institutions;

Whereas, the Parties desire to conclude an agreement to improve international tax compliance

and provide for the implementation of FATCA based on domestic reporting and reciprocal

automatic exchange pursuant to the Convention and subject to the confidentiality and other

protections provided for therein, including the provisions limiting the use of the information

exchanged under the Convention,

Now, therefore, the Parties have agreed as follows:

Article 1

Definitions

1. For purposes of this agreement and any annexes thereto (“Agreement”), the following

terms shall have the meanings set forth below:

a) The term “United States” means the United States of America, including the

states thereof and the District of Colombia, and, when used in a geographical

sense, means the territory of the United States of America, including inland

waters, the air space, the territorial sea thereof and any maritime area beyond

the territorial sea within which the United States may exercise sovereign rights

or jurisdiction in accordance with international law with respect to the seabed,

subsoil, superjacent waters, and their natural resources; the term, however,

does not include the U.S. Territories.

b) The term “U.S. Territory” means American Samoa, the Commonwealth of

the Northern Mariana Islands, Guam, the Commonwealth of Puerto Rico, or

the U.S. Virgin Islands.

c) The term “IRS” means the U.S. Internal Revenue Service.

d) The term “Korea” means the Republic of Korea, and when used in a

geographical sense, means the territory of the Republic of Korea including

inland waters, the air space, the territorial sea thereof, and any maritime area

beyond the territorial sea of the Republic of Korea which, in accordance with

international law, has been or may hereafter be designated under the laws of

the Republic of Korea as an area within which the sovereign rights or

jurisdiction of the Republic of Korea, with respect to the seabed, subsoil,

superjacent waters, and their natural resources, may be exercised.

e) The term “Partner Jurisdiction” means a jurisdiction that has in effect an

agreement with the United States to facilitate the implementation of FATCA.

The IRS shall publish a list identifying all Partner Jurisdictions.

f) The term “Competent Authority” means:

(1) in the case of the United States, the Secretary of the Treasury or his

delegate; and

(2) in the case of Korea, the Minister of Strategy and Finance, formerly the

Minister of Finance, or his authorized representative.

g) The term “Financial Institution” means a Custodial Institution, a Depository

Institution, an Investment Entity, or a Specified Insurance Company.

h) The term “Custodial Institution” means any Entity that holds, as a

substantial portion of its business, financial assets for the account of others. An

Entity holds financial assets for the account of others as a substantial portion

of its business if the Entity’s gross income attributable to the holding of

financial assets and related financial services equals or exceeds 20 percent of

the Entity’s gross income during the shorter of: (i) the three-year period that

ends on December 31 (or the final day of a non-calendar year accounting

period) prior to the year in which the determination is being made; or (ii) the

period during which the Entity has been in existence.

i) The term “Depository Institution” means any Entity that accepts deposits in

the ordinary course of a banking or similar business.

j) The term “Investment Entity” means any Entity that conducts as a business

(or is managed by an entity that conducts as a business) one or more of the

following activities or operations for or on behalf of a customer:

(1) trading in money market instruments (cheques, bills, certificates of

deposit, derivatives, etc.); foreign exchange; exchange, interest rate

and index instruments; transferable securities; or commodity futures

trading;

(2) individual and collective portfolio management; or

(3) otherwise investing, administering, or managing funds or money on

behalf of other persons.

This subparagraph 1(j) shall be interpreted in a manner consistent with similar

language set forth in the definition of “financial institution” in the Financial

Action Task Force Recommendations.

k) The term “Specified Insurance Company” means any Entity that is an

insurance company (or the holding company of an insurance company) that

issues, or is obligated to make payments with respect to, a Cash Value

Insurance Contract or an Annuity Contract.

l) The term “Korean Financial Institution” means (i) any Financial Institution

resident in Korea, but excluding any branch of such Financial Institution that

is located outside Korea, and (ii) any branch of a Financial Institution not

resident in Korea, if such branch is located in Korea.

m) The term “Partner Jurisdiction Financial Institution” means (i) any

Financial Institution established in a Partner Jurisdiction, but excluding any

branch of such Financial Institution that is located outside the Partner

Jurisdiction, and (ii) any branch of a Financial Institution not established in the

Partner Jurisdiction, if such branch is located in the Partner Jurisdiction.

n) The term “Reporting Financial Institution” means a Reporting Korean

Financial Institution or a Reporting U.S. Financial Institution, as the context

requires.

o) The term “Reporting Korean Financial Institution” means any Korean

Financial Institution that is not a Non-Reporting Korean Financial Institution.

p) The term “Reporting U.S. Financial Institution” means (i) any Financial

Institution that is resident in the United States, but excluding any branch of

such Financial Institution that is located outside the United States, and (ii) any

branch of a Financial Institution not resident in the United States, if such

branch is located in the United States, provided that the Financial Institution or

branch has control, receipt, or custody of income with respect to which

information is required to be exchanged under subparagraph (2)(b) of Article 2

of this Agreement.

q) The term “Non-Reporting Korean Financial Institution” means any Korean

Financial Institution, or other Entity resident in Korea that is described in

Annex II as a Non-Reporting Korean Financial Institution or that otherwise

qualifies as a deemed-compliant FFI or an exempt beneficial owner under

relevant U.S. Treasury Regulations.

r) The term “Nonparticipating Financial Institution” means a nonparticipating

FFI, as that term is defined in relevant U.S. Treasury Regulations, but does not

include a Korean Financial Institution or other Partner Jurisdiction Financial

Institution other than a Financial Institution treated as a Nonparticipating

Financial Institution pursuant to subparagraph 2(b) of Article 5 of this

Agreement or the corresponding provision in an agreement between the

United States and a Partner Jurisdiction.

s) The term “Financial Account” means an account maintained by a Financial

Institution, and includes:

(1) in the case of an Entity that is a Financial Institution solely because it

is an Investment Entity, any equity or debt interest (other than interests

that are regularly traded on an established securities market) in the

Financial Institution;

(2) in the case of a Financial Institution not described in subparagraph

1(s)(1) of this Article, any equity or debt interest in the Financial

Institution (other than interests that are regularly traded on an

established securities market), if (i) the value of the debt or equity

interest is determined, directly or indirectly, primarily by reference to

assets that give rise to U.S. Source Withholdable Payments, and (ii) the

class of interests was established with a purpose of avoiding reporting

in accordance with this Agreement; and

(3) any Cash Value Insurance Contract and any Annuity Contract issued or

maintained by a Financial Institution, other than a noninvestment-

linked, nontransferable immediate life annuity that is issued to an

individual and monetizes a pension or disability benefit provided under

an account that is excluded from the definition of Financial Account in

Annex II.

Notwithstanding the foregoing, the term “Financial Account” does not include

any account that is excluded from the definition of Financial Account in

Annex II. For purposes of this Agreement, interests are “regularly traded” if

there is a meaningful volume of trading with respect to the interests on an

ongoing basis, and an “established securities market” means an exchange that

is officially recognized and supervised by a governmental authority in which

the market is located and that has a meaningful annual value of shares traded

on the exchange. For purposes of this subparagraph 1(s), an interest in a

Financial Institution is not “regularly traded” and shall be treated as a

Financial Account if the holder of the interest (other than a Financial

Institution acting as an intermediary) is registered on the books of such

Financial Institution. The preceding sentence will not apply to interests first

registered on the books of such Financial Institution prior to July 1, 2014, and

with respect to interests first registered on the books of such Financial

Institution on or after July 1, 2014, a Financial Institution is not required to

apply the preceding sentence prior to January 1, 2016.

t) The term “Depository Account” includes any commercial, checking, savings,

time, or thrift account, or an account that is evidenced by a certificate of

deposit, thrift certificate, investment certificate, certificate of indebtedness, or

other similar instrument maintained by a Financial Institution in the ordinary

course of a banking or similar business. A Depository Account also includes

an amount held by an insurance company pursuant to a guaranteed investment

contract or similar agreement to pay or credit interest thereon.

u) The term “Custodial Account” means an account (other than an Insurance

Contract or Annuity Contract) for the benefit of another person that holds any

financial instrument or contract held for investment (including, but not limited

to, a share or stock in a corporation, a note, bond, debenture, or other evidence

of indebtedness, a currency or commodity transaction, a credit default swap, a

swap based upon a nonfinancial index, a notional principal contract, an

Insurance Contract or Annuity Contract, and any option or other derivative

instrument).

v) The term “Equity Interest” means, in the case of a partnership that is a

Financial Institution, either a capital or profits interest in the partnership. In

the case of a trust that is a Financial Institution, an Equity Interest is

considered to be held by any person treated as a settlor or beneficiary of all or

a portion of the trust, or any other natural person exercising ultimate effective

control over the trust. A Specified U.S. Person shall be treated as being a

beneficiary of a foreign trust if such Specified U.S. Person has the right to

receive directly or indirectly (for example, through a nominee) a mandatory

distribution or may receive, directly or indirectly, a discretionary distribution

from the trust.

w) The term “Insurance Contract” means a contract (other than an Annuity

Contract) under which the issuer agrees to pay an amount upon the occurrence

of a specified contingency involving mortality, morbidity, accident, liability, or

property risk.

x) The term “Annuity Contract” means a contract under which the issuer agrees

to make payments for a period of time determined in whole or in part by

reference to the life expectancy of one or more individuals. The term also

includes a contract that is considered to be an Annuity Contract in accordance

with the law, regulation, or practice of the jurisdiction in which the contract

was issued, and under which the issuer agrees to make payments for a term of

years.

y) The term “Cash Value Insurance Contract” means an Insurance Contract

(other than an indemnity reinsurance contract between two insurance

companies) that has a Cash Value greater than $50,000.

z) The term “Cash Value” means the greater of(i)the amount that the

policyholder is entitled to receive upon surrender or termination of the

contract (determined without reduction for any surrender charge or policy

loan), and(ii)the amount the policyholder can borrow under or with regard to

the contract. Notwithstanding the foregoing, the term “Cash Value” does not

include an amount payable under an Insurance Contract as:

(1) a personal injury or sickness benefit or other benefit providing

indemnification of an economic loss incurred upon the occurrence of

the event insured against;

(2) a refund to the policyholder of a previously paid premium under an

Insurance Contract (other than under a life insurance contract) due to

policy cancellation or termination, decrease in risk exposure during the

effective period of the Insurance Contract, or arising from a

redetermination of the premium due to correction of posting or other

similar error; or

(3) a policyholder dividend based upon the underwriting experience of the

contract or group involved.

aa) The term “Reportable Account” means a U.S. Reportable Account or a

Korean Reportable Account, as the context requires.

bb) The term “Korean Reportable Account” means a Financial Account

maintained by a Reporting U.S. Financial Institution if: (i) in the case of a

Depository Account, the account is held by an individual resident in Korea and

more than $10 of interest is paid to such account in any given calendar year; or

(ii) in the case of a Financial Account other than a Depository Account, the

Account Holder is a resident of Korea, including an Entity that certifies that it

is resident in Korea for tax purposes, with respect to which U.S. source

income that is subject to reporting under chapter 3 of subtitle A or chapter 61

of subtitle F of the U.S. Internal Revenue Code is paid or credited.

cc) The term “U.S. Reportable Account” means a Financial Account maintained

by a Reporting Korean Financial Institution and held by one or more Specified

U.S. Persons or by a Non-U.S. Entity with one or more Controlling Persons

that is a Specified U.S. Person. Notwithstanding the foregoing, an account

shall not be treated as a U.S. Reportable Account if such account is not

identified as a U.S. Reportable Account after application of the due diligence

procedures in Annex I.

dd) The term “Account Holder” means the person listed or identified as the

holder of a Financial Account by the Financial Institution that maintains the

account. A person, other than a Financial Institution, holding a Financial

Account for the benefit or account of another person as agent, custodian,

nominee, signatory, investment advisor, or intermediary, is not treated as

holding the account for purposes of this Agreement, and such other person is

treated as holding the account. For purposes of the immediately preceding

sentence, the term “Financial Institution” does not include a Financial

Institution organized or incorporated in a U.S. Territory. In the case of a Cash

Value Insurance Contract or an Annuity Contract, the Account Holder is any

person entitled to access the Cash Value or change the beneficiary of the

contract. If no person can access the Cash Value or change the beneficiary, the

Account Holder is any person named as the owner in the contract and any

person with a vested entitlement to payment under the terms of the contract.

Upon the maturity of a Cash Value Insurance Contract or an Annuity Contract,

each person entitled to receive a payment under the contract is treated as an

Account Holder.

ee) The term “U.S. Person” means a U.S. citizen or resident individual, a

partnership or corporation organized in the United States or under the laws of

the United States or any State thereof, a trust if (i) a court within the United

States would have authority under applicable law to render orders or

judgments concerning substantially all issues regarding administration of the

trust, and (ii) one or more U.S. persons have the authority to control all

substantial decisions of the trust, or an estate of a decedent that is a citizen or

resident of the United States. This subparagraph 1(ee) shall be interpreted in

accordance with the U.S. Internal Revenue Code.

ff) The term “Specified U.S. Person” means a U.S. Person, other than: (i) a

corporation the stock of which is regularly traded on one or more established

securities markets; (ii) any corporation that is a member of the same expanded

affiliated group, as defined in section 1471(e)(2) of the U.S. Internal Revenue

Code, as a corporation described in clause (i); (iii) the United States or any

wholly owned agency or instrumentality thereof; (iv) any State of the United

States, any U.S. Territory, any political subdivision of any of the foregoing, or

any wholly owned agency or instrumentality of any one or more of the

foregoing; (v) any organization exempt from taxation under section 501(a) of

the U.S. Internal Revenue Code or an individual retirement plan as defined in

section 7701(a)(37) of the U.S. Internal Revenue Code; (vi) any bank as

defined in section 581 of the U.S. Internal Revenue Code; (vii) any real estate

investment trust as defined in section 856 of the U.S. Internal Revenue Code;

(viii) any regulated investment company as defined in section 851 of the U.S.

Internal Revenue Code or any entity registered with the U.S. Securities and

Exchange Commission under the Investment Company Act of 1940 (15 U.S.C.

80a-64); (ix) any common trust fund as defined in section 584(a) of the U.S.

Internal Revenue Code; (x) any trust that is exempt from tax under section

664(c) of the U.S. Internal Revenue Code or that is described in section

4947(a)(1) of the U.S. Internal Revenue Code; (xi) a dealer in securities,

commodities, or derivative financial instruments (including notional principal

contracts, futures, forwards, and options) that is registered as such under the

laws of the United States or any State; (xii) a broker as defined in section

6045(c) of the U.S. Internal Revenue Code; or(xiii) any tax-exempt trust under

a plan that is described in section 403(b) or section 457(g) of the U.S. Internal

Revenue Code.

gg) The term “Entity” means a legal person or a legal arrangement such as a trust.

hh) The term “Non-U.S. Entity” means an Entity that is not a U.S. Person.

ii) The term “U.S. Source Withholdable Payment” means any payment of

interest (including any original issue discount), dividends, rents, salaries,

wages, premiums, annuities, compensations, remunerations, emoluments, and

other fixed or determinable annual or periodical gains, profits, and income, if

such payment is from sources within the United States. Notwithstanding the

foregoing, a U.S. Source Withholdable Payment does not include any payment

that is not treated as a withholdable payment in relevant U.S. Treasury

Regulations.

jj) An Entity is a “Related Entity” of another Entity if either Entity controls the

other Entity, or the two Entities are under common control. For this purpose

control includes direct or indirect ownership of more than 50 percent of the

vote or value in an Entity. Notwithstanding the foregoing, Korea may treat an

Entity as not a Related Entity of another Entity if the two Entities are not

members of the same expanded affiliated group as defined in section

1471(e)(2) of the U.S. Internal Revenue Code.

kk) The term “U.S. TIN” means a U.S. federal taxpayer identifying number.

ll) The term “Korean TIN” means a Korean taxpayer identifying number.

mm) The term “Controlling Persons” means the natural persons who exercise

control over an Entity. In the case of a trust, such term means the settlor, the

trustees, the protector (if any), the beneficiaries or class of beneficiaries, and

any other natural person exercising ultimate effective control over the trust,

and in the case of a legal arrangement other than a trust, such term means

persons in equivalent or similar positions. The term “Controlling Persons”

shall be interpreted in a manner consistent with the Financial Action Task

Force Recommendations.

2. Any term not otherwise defined in this Agreement shall, unless the context otherwise

requires or the Competent Authorities agree to a common meaning (as permitted by domestic

law), have the meaning that it has at that time under the law of the Party applying this

Agreement, any meaning under the applicable tax laws of that Party prevailing over a

meaning given to the term under other laws of that Party.

Article 2

Obligations to Obtain and Exchange Information with Respect to Reportable Accounts

1. Subject to the provisions of Article 3 of this Agreement, each Party shall obtain the

information specified in paragraph 2 of this Article with respect to all Reportable Accounts

and shall annually exchange this information with the other Party on an automatic basis

pursuant to the provisions of Article 28 of the Convention.

2. The information to be obtained and exchanged is:

a) In the case of Korea, with respect to each U.S. Reportable Account of each

Reporting Korean Financial Institution:

(1) the name, address, and U.S. TIN of each Specified U.S. Person that is

an Account Holder of such account and, in the case of a Non-U.S.

Entity that, after application of the due diligence procedures set forth in

Annex I, is identified as having one or more Controlling Persons that is

a Specified U.S. Person, the name, address, and U.S. TIN (if any) of

such Entity and each such Specified U.S. Person;

(2) the account number (or functional equivalent in the absence of an

account number);

(3) the name and identifying number of the Reporting Korean Financial

Institution;

(4) the account balance or value (including, in the case of a Cash Value

Insurance Contract or Annuity Contract, the Cash Value or surrender

value) as of the end of the relevant calendar year or other appropriate

reporting period or, if the account was closed during such year,

immediately before closure;

(5) in the case of any Custodial Account:

(A) the total gross amount of interest, the total gross amount of

dividends, and the total gross amount of other income

generated with respect to the assets held in the account, in each

case paid or credited to the account (or with respect to the

account) during the calendar year or other appropriate reporting

period; and

(B) the total gross proceeds from the sale or redemption of property

paid or credited to the account during the calendar year or other

appropriate reporting period with respect to which the

Reporting Korean Financial Institution acted as a custodian,

broker, nominee, or otherwise as an agent for the Account

Holder;

(6) in the case of any Depository Account, the total gross amount of

interest paid or credited to the account during the calendar year or

other appropriate reporting period; and

(7) in the case of any account not described in subparagraph 2(a)(5) or

2(a)(6) of this Article, the total gross amount paid or credited to the

Account Holder with respect to the account during the calendar year or

other appropriate reporting period with respect to which the Reporting

Korean Financial Institution is the obligor or debtor, including the

aggregate amount of any redemption payments made to the Account

Holder during the calendar year or other appropriate reporting period.

b) In the case of the United States, with respect to each Korean Reportable

Account of each Reporting U.S. Financial Institution:

(1) the name, address, and Korean TIN of any person that is a resident of

Korea and is an Account Holder of the account;

(2) the account number (or the functional equivalent in the absence of an

account number);

(3) the name and identifying number of the Reporting U.S. Financial

Institution;

(4) the gross amount of interest paid on a Depository Account;

(5) the gross amount of U.S. source dividends paid or credited to the

account; and

(6) the gross amount of other U.S. source income paid or credited to the

account, to the extent subject to reporting under chapter 3 of subtitle A

or chapter 61 of subtitle F of the U.S. Internal Revenue Code.

Article 3

Time and Manner of Exchange of Information

1. For purposes of the exchange obligation in Article 2 of this Agreement, the amount

and characterization of payments made with respect to a U.S. Reportable Account may be

determined in accordance with the principles of the tax laws of Korea, and the amount and

characterization of payments made with respect to a Korean Reportable Account may be

determined in accordance with principles of U.S. federal income tax law.

2. For purposes of the exchange obligation in Article 2 of this Agreement, the

information exchanged shall identify the currency in which each relevant amount is

denominated.

3. With respect to paragraph 2 of Article 2 of this Agreement, information is to be

obtained and exchanged with respect to 2014 and all subsequent years, except that:

a) In the case of Korea:

(1) the information to be obtained and exchanged with respect to 2014 is

only the information described in subparagraphs 2(a)(1) through

2(a)(4) of Article 2 of this Agreement;

(2) the information to be obtained and exchanged with respect to 2015 is

the information described in subparagraphs 2(a)(1) through 2(a)(7) of

Article 2 of this Agreement, except for gross proceeds described in

subparagraph 2(a)(5)(B) of Article 2 of this Agreement; and

(3) the information to be obtained and exchanged with respect to 2016 and

subsequent years is the information described in subparagraphs 2(a)(1)

through 2(a)(7) of Article 2 of this Agreement;

b) In the case of the United States, the information to be obtained and exchanged

with respect to 2014 and subsequent years is all of the information identified

in subparagraph 2(b) of Article 2 of this Agreement.

4. Notwithstanding paragraph 3 of this Article, with respect to each Reportable Account

that is maintained by a Reporting Financial Institution as of June 30, 2014, and subject to

paragraph 4 of Article 6 of this Agreement, the Parties are not required to obtain and include

in the exchanged information the Korean TIN or the U.S. TIN, as applicable, of any relevant

person if such taxpayer identifying number is not in the records of the Reporting Financial

Institution. In such a case, the Parties shall obtain and include in the exchanged information

the date of birth of the relevant person, if the Reporting Financial Institution has such date of

birth in its records.

5. Subject to paragraphs 3 and 4 of this Article, the information described in Article 2 of

this Agreement shall be exchanged within nine months after the end of the calendar year to

which the information relates.

6. The Competent Authorities of Korea and the United States shall enter into an

agreement or arrangement under the mutual agreement procedure provided for in Article 27

of the Convention, which shall:

a) establish the procedures for the automatic exchange obligations described in

Article 2 of this Agreement;

b) prescribe rules and procedures as may be necessary to implement Article 5 of

this Agreement; and

c) establish as necessary procedures for the exchange of the information reported

under subparagraph 1(b) of Article 4 of this Agreement.

7. All information exchanged shall be subject to the confidentiality and other protections

provided for in the Convention, including the provisions limiting the use of the information

exchanged.

8. Following entry into force of this Agreement, each Competent Authority shall provide

written notification to the other Competent Authority when it is satisfied that the jurisdiction

of the other Competent Authority has in place (i) appropriate safeguards to ensure that the

information received pursuant to this Agreement shall remain confidential and be used solely

for tax purposes, and (ii) the infrastructure for an effective exchange relationship (including

established processes for ensuring timely, accurate, and confidential information exchanges,

effective and reliable communications, and demonstrated capabilities to promptly resolve

questions and concerns about exchanges or requests for exchanges and to administer the

provisions of Article 5 of this Agreement). The Competent Authorities shall endeavor in good

faith to meet, prior to September 2015, to establish that each jurisdiction has such safeguards

and infrastructure in place.

9. The obligations of the Parties to obtain and exchange information under Article 2 of

this Agreement shall take effect on the date of the later of the written notifications described

in paragraph 8 of this Article.

10. This Agreement shall terminate 12 months following entry into force if Article 2 of

this Agreement is not in effect for either Party pursuant to paragraph 9 of this Article by that

date.

Article 4

Application of FATCA to Korean Financial Institutions

1. Treatment of Reporting Korean Financial Institutions. Each Reporting Korean

Financial Institution shall be treated as complying with, and not subject to withholding under,

section 1471 of the U.S. Internal Revenue Code if Korea complies with its obligations under

Articles 2 and 3 of this Agreement with respect to such Reporting Korean Financial

Institution, and the Reporting Korean Financial Institution:

a) identifies U.S. Reportable Accounts and reports annually to the Korean

Competent Authority the information required to be reported in subparagraph

2(a) of Article 2 of this Agreement in the time and manner described in Article

3 of this Agreement;

b) for each of 2015 and 2016, reports annually to the Korean Competent

Authority the name of each Nonparticipating Financial Institution to which it

has made payments and the aggregate amount of such payments;

c) complies with the registration requirements applicable to Financial Institutions

in Partner Jurisdictions;

d) to the extent that a Reporting Korean Financial Institution is (i) acting as a

qualified intermediary (for purposes of section 1441 of the U.S. Internal

Revenue Code) that has elected to assume primary withholding responsibility

under chapter 3 of subtitle A of the U.S. Internal Revenue Code, (ii) a foreign

partnership that has elected to act as a withholding foreign partnership (for

purposes of both sections 1441 and 1471 of the U.S. Internal Revenue Code),

or (iii) a foreign trust that has elected to act as a withholding foreign trust (for

purposes of both sections 1441 and 1471 of the U.S. Internal Revenue Code),

withholds 30 percent of any U.S. Source Withholdable Payment to any

Nonparticipating Financial Institution; and

e) in the case of a Reporting Korean Financial Institution that is not described in

subparagraph 1(d) of this Article and that makes a payment of, or acts as an

intermediary with respect to, a U.S. Source Withholdable Payment to any

Nonparticipating Financial Institution, the Reporting Korean Financial

Institution provides to any immediate payor of such U.S. Source Withholdable

Payment the information required for withholding and reporting to occur with

respect to such payment.

Notwithstanding the foregoing, a Reporting Korean Financial Institution with respect to

which the conditions of this paragraph 1 are not satisfied shall not be subject to withholding

under section 1471 of the U.S. Internal Revenue Code unless such Reporting Korean

Financial Institution is treated by the IRS as a Nonparticipating Financial Institution pursuant

to subparagraph 2(b) of Article 5 of this Agreement.

2. Suspension of Rules Relating to Recalcitrant Accounts. The United States shall not

require a Reporting Korean Financial Institution to withhold tax under section 1471 or 1472

of the U.S. Internal Revenue Code with respect to an account held by a recalcitrant account

holder (as defined in section 1471(d)(6) of the U.S. Internal Revenue Code), or to close such

account, if the U.S. Competent Authority receives the information set forth in subparagraph

2(a) of Article 2 of this Agreement, subject to the provisions of Article 3 of this Agreement,

with respect to such account.

3. Specific Treatment of Korean Retirement Plans. The United States shall treat as

deemed-compliant FFIs or exempt beneficial owners, as appropriate, for purposes of sections

1471 and 1472 of the U.S. Internal Revenue Code Korean retirement plans described in

Annex II. For this purpose, a Korean retirement plan includes an Entity established or located

in, and regulated in Korea, or a predetermined contractual or legal arrangement, operated to

provide pension or retirement benefits or earn income for providing such benefits under the

laws of Korea and regulated with respect to contributions, distributions, reporting,

sponsorship, and taxation.

4. Identification and Treatment of Other Deemed-Compliant FFIs and Exempt

Beneficial Owners. The United States shall treat each Non-Reporting Korean Financial

Institution as a deemed-compliant FFI or as an exempt beneficial owner, as appropriate, for

purposes of section 1471 of the U.S. Internal Revenue Code.

5. Special Rules Regarding Related Entities and Branches That Are

Nonparticipating Financial Institutions. If a Korean Financial Institution, that otherwise

meets the requirements described in paragraph 1 of this Article or is described in paragraph 3

or 4 of this Article, has a Related Entity or branch that operates in a jurisdiction that prevents

such Related Entity or branch from fulfilling the requirements of a participating FFI or

deemed-compliant FFI for purposes of section 1471 of the U.S. Internal Revenue Code or has

a Related Entity or branch that is treated as a Nonparticipating Financial Institution solely due

to the expiration of the transitional rule for limited FFIs and limited branches under relevant

U.S. Treasury Regulations, such Korean Financial Institution shall continue to be in

compliance with the terms of this Agreement and shall continue to be treated as a deemed-

compliant FFI or exempt beneficial owner, as appropriate, for purposes of section 1471 of the

U.S. Internal Revenue Code, provided that:

a) the Korean Financial Institution treats each such Related Entity or branch as a

separate Nonparticipating Financial Institution for purposes of all the reporting

and withholding requirements of this Agreement and each such Related Entity

or branch identifies itself to withholding agents as a Nonparticipating

Financial Institution;

b) each such Related Entity or branch identifies its U.S. accounts and reports the

information with respect to those accounts as required under section 1471 of

the U.S. Internal Revenue Code to the extent permitted under the relevant laws

pertaining to the Related Entity or branch; and

c) such Related Entity or branch does not specifically solicit U.S. accounts held

by persons that are not resident in the jurisdiction where such Related Entity

or branch is located or accounts held by Nonparticipating Financial

Institutions that are not established in the jurisdiction where such Related

Entity or branch is located, and such Related Entity or branch is not used by

the Korean Financial Institution or any other Related Entity to circumvent the

obligations under this Agreement or under section 1471 of the U.S. Internal

Revenue Code, as appropriate.

6. Coordination of Timing. Notwithstanding paragraphs 3 and 5 of Article 3 of this

Agreement:

a) Korea shall not be obligated to obtain and exchange information with respect to a

calendar year that is prior to the calendar year with respect to which similar

information is required to be reported to the IRS by participating FFIs pursuant to

relevant U.S. Treasury Regulations;

b) Korea shall not be obligated to begin exchanging information prior to the date by

which participating FFIs are required to report similar information to the IRS

under relevant U.S. Treasury Regulations;

c) the United States shall not be obligated to obtain and exchange information with

respect to a calendar year that is prior to the first calendar year with respect to

which Korea is required to obtain and exchange information; and

d) the United States shall not be obligated to begin exchanging information prior to

the date by which Korea is required to begin exchanging information.

7. Coordination of Definitions with U.S. Treasury Regulations. Notwithstanding

Article 1 of this Agreement and the definitions provided in the Annexes to this Agreement, in

implementing this Agreement, Korea may use, and may permit Korean Financial Institutions

to use, a definition in relevant U.S. Treasury Regulations in lieu of a corresponding definition

in this Agreement, provided that such application would not frustrate the purposes of this

Agreement.

Article 5

Collaboration on Compliance and Enforcement

1. Minor and Administrative Errors. A Competent Authority shall notify the

Competent Authority of the other Party when the first-mentioned Competent Authority has

reason to believe that administrative errors or other minor errors may have led to incorrect or

incomplete information reporting or resulted in other infringements of this Agreement. The

Competent Authority of such other Party shall apply its domestic law (including applicable

penalties) to obtain corrected and/or complete information or to resolve other infringements

of this Agreement.

2. Significant Non-Compliance.

a) A Competent Authority shall notify the Competent Authority of the other Party

when the first-mentioned Competent Authority has determined that there is

significant non-compliance with the obligations under this Agreement with

respect to a Reporting Financial Institution in the other jurisdiction. The

Competent Authority of such other Party shall apply its domestic law

(including applicable penalties) to address the significant non-compliance

described in the notice.

b) If, in the case of a Reporting Korean Financial Institution, such enforcement

actions do not resolve the non-compliance within a period of 18 months after

notification of significant non-compliance is first provided, the United States

shall treat the Reporting Korean Financial Institution as a Nonparticipating

Financial Institution pursuant to this subparagraph 2(b).

3. Reliance on Third Party Service Providers. Each Party may allow Reporting

Financial Institutions to use third party service providers to fulfill the obligations imposed on

such Reporting Financial Institutions by a Party, as contemplated in this Agreement, but these

obligations shall remain the responsibility of the Reporting Financial Institutions.

4. Prevention of Avoidance. The Parties shall implement as necessary measures to

prevent Financial Institutions from adopting practices intended to circumvent the reporting

required under this Agreement.

Article 6

Mutual Commitment to Continue to Enhance the Effectiveness of Information

Exchange and Transparency

1. Reciprocity. The Government of the United States acknowledges the need to achieve

equivalent levels of reciprocal automatic information exchange with Korea. The Government

of the United States is committed to further improve transparency and enhance the exchange

relationship with Korea by pursuing the adoption of regulations and advocating and

supporting relevant legislation to achieve such equivalent levels of reciprocal automatic

information exchange.

2. Treatment of Passthru Payments and Gross Proceeds. The Parties are committed

to work together, along with Partner Jurisdictions, to develop a practical and effective

alternative approach to achieve the policy objectives of foreign passthru payment and gross

proceeds withholding that minimizes burden.

3. Development of Common Reporting and Exchange Model. The Parties are

committed to working with Partner Jurisdictions, and the Organisation for Economic Co-

operation and Development on adapting the terms of this Agreement and other agreements

between the United States and Partner Jurisdictions to a common model for automatic

exchange of information, including the development of reporting and due diligence standards

for financial institutions.

4. Documentation of Accounts Maintained as of June 30, 2014. With respect to

Reportable Accounts maintained by a Reporting Financial Institution as of June 30, 2014:

a) The United States commits to establish, by January 1, 2017, for reporting with

respect to 2017 and subsequent years, rules requiring Reporting U.S. Financial

Institutions to obtain and report the Korean TIN of each Account Holder of a

Korean Reportable Account as required pursuant to subparagraph 2(b)(1) of

Article 2 of this Agreement; and

b) Korea commits to establish, by January 1, 2017, for reporting with respect to

2017 and subsequent years, rules requiring Reporting Korean Financial

Institutions to obtain and report the U.S. TIN of each Specified U.S. Person as

required pursuant to subparagraph 2(a)(1) of Article 2 of this Agreement.

Article 7

Consistency in the Application of FATCA to Partner Jurisdictions

1. Korea shall be granted the benefit of any more favorable terms under Article 4 or

Annex I of this Agreement relating to the application of FATCA to Korean Financial

Institutions afforded to another Partner Jurisdiction under a signed bilateral agreement

pursuant to which the other Partner Jurisdiction commits to undertake the same obligations as

Korea described in Articles 2 and 3 of this Agreement, and subject to the same terms and

conditions as described therein and in Articles 5 through 9 of this Agreement.

2. The United States shall notify Korea of any such more favorable terms, and such

more favorable terms shall apply automatically under this Agreement as if such terms were

specified in this Agreement and effective as of the date of signing of the agreement

incorporating the more favorable terms, unless Korea declines in writing the application

thereof.

Article 8

Consultations and Amendments

1. In case any difficulties in the implementation of this Agreement arise, either Party

may request consultations to develop appropriate measures to ensure the fulfillment of this

Agreement.

2. This Agreement may be amended by written mutual agreement of the Parties. Unless

otherwise agreed upon, such an amendment shall enter into force through the same

procedures as set forth in paragraph 1 of Article 10 of this Agreement

Article 9

Annexes

The Annexes form an integral part of this Agreement.

Article 10

Term of Agreement

1. This Agreement shall enter into force on the date of Korea’s written notification to the

United States that Korea has completed its necessary internal procedures for entry into force

of this Agreement and shall continue in force until terminated.

2. Either Party may terminate this Agreement by giving notice of termination in writing

to the other Party. Such termination shall become effective on the first day of the month

following the expiration of a period of 12 months after the date of the notice of termination.

3. The Parties shall, prior to December 31, 2016, consult in good faith to amend this

Agreement as necessary to reflect progress on the commitments set forth in Article 6 of this

Agreement.

In witness whereof, the undersigned, being duly authorized thereto by their respective

Governments, have signed this Agreement.

Done at Seoul, in duplicate, in the English and Korean languages, both texts being equally

authentic, this 10th of June, 2015.

FOR THE GOVERNMENT OF FOR THE GOVERNMENT OF

THE UNITED STATES OF AMERICA THE REPUBLIC OF KOREA

ANNEX I

DUE DILIGENCE OBLIGATIONS FOR IDENTIFYING AND REPORTING ON

U.S.REPORTABLE ACCOUNTS AND ON PAYMENTS TO CERTAIN

NONPARTICIPATING FINANCIAL INSTITUTIONS

I. General.

A. Korea shall require that Reporting Korean Financial Institutions apply the due

diligence procedures contained in this Annex I to identify U.S. Reportable Accounts and

accounts held by Nonparticipating Financial Institutions.

B. For purposes of the Agreement,

1. All dollar amounts are in U.S. dollars and shall be read to include the

equivalent in other currencies.

2. Except as otherwise provided herein, the balance or value of an account

shall be determined as of the last day of the calendar year or other appropriate

reporting period.

3. Where a balance or value threshold is to be determined as of June 30,

2014 under this Annex I, the relevant balance or value shall be determined as of

that day or the last day of the reporting period ending immediately before June

30, 2014, and where a balance or value threshold is to be determined as of the

last day of a calendar year under this Annex I, the relevant balance or value shall

be determined as of the last day of the calendar year or other appropriate

reporting period.

4. Subject to subparagraph E(1) of section II of this Annex I, an account shall

be treated as a U.S. Reportable Account beginning as of the date it is identified as

such pursuant to the due diligence procedures in this Annex I.

5. Unless otherwise provided, information with respect to a U.S. Reportable

Account shall be reported annually in the calendar year following the year to

which the information relates.

C. As an alternative to the procedures described in each section of this Annex I,

Korea may permit Reporting Korean Financial Institutions to rely on the procedures

described in relevant U.S. Treasury Regulations to establish whether an account is a U.S.

Reportable Account or an account held by a Nonparticipating Financial Institution.

Korea may permit Reporting Korean Financial Institutions to make such election

separately for each section of this Annex I either with respect to all relevant Financial

Accounts or, separately, with respect to any clearly identified group of such accounts

(such as by line of business or the location of where the account is maintained).

II. Preexisting Individual Accounts. The following rules and procedures apply for purposes

of identifying U.S. Reportable Accounts among Preexisting Accounts held by individuals

(“Preexisting Individual Accounts”).

A. Accounts Not Required to Be Reviewed, Identified, or Reported. Unless the

Reporting Korean Financial Institution elects otherwise, either with respect to all

Preexisting Individual Accounts or, separately, with respect to any clearly identified

group of such accounts, where the implementing rules in Korea provide for such an

election, the following Preexisting Individual Accounts are not required to be reviewed,

identified, or reported as U.S. Reportable Accounts:

1. Subject to subparagraph E(2) of this section, a Preexisting Individual

Account with a balance or value that does not exceed $50,000 as of June 30,

2014.

2. Subject to subparagraph E(2) of this section, a Preexisting Individual

Account that is a Cash Value Insurance Contract or an Annuity Contract with a

balance or value of $250,000 or less as of June 30, 2014.

3. A Preexisting Individual Account that is a Cash Value Insurance Contract

or an Annuity Contract, provided the law or regulations of Korea or the United

States effectively prevent the sale of such a Cash Value Insurance Contract or an

Annuity Contract to U.S. residents (e.g., if the relevant Financial Institution does

not have the required registration under U.S. law, and the law of Korea requires

reporting or withholding with respect to insurance products held by residents of

Korea).

4. A Depository Account with a balance of $50,000 or less.

Review Procedures for Preexisting Individual Accounts With a Balance or

Value as of June 30, 2014, that Exceeds $50,000 ($250,000 for a Cash Value

Insurance Contract or Annuity Contract), But Does Not Exceed $1,000,000

(“Lower Value Accounts”).

1. Electronic Record Search. The Reporting Korean Financial Institution

must review electronically searchable data maintained by the Reporting Korean

Financial Institution for any of the following U.S. indicia:

a) Identification of the Account Holder as a U.S. citizen or resident;

b) Unambiguous indication of a U.S. place of birth;

c) Current U.S. mailing or residence address (including a U.S. post

office box);

d) Current U.S. telephone number;

e) Standing instructions to transfer funds to an account maintained in

the United States;

f) Currently effective power of attorney or signatory authority

granted to a person with a U.S. address; or

g) An “in-care-of” or “hold mail” address that is the sole address the

Reporting Korean Financial Institution has on file for the Account Holder.

In the case of a Preexisting Individual Account that is a Lower Value

Account, an “in-care-of” address outside the United States or “hold mail”

address shall not be treated as U.S. indicia.

2. If none of the U.S. indicia listed in subparagraph B(1) of this section are

discovered in the electronic search, then no further action is required until there

is a change in circumstances that results in one or more U.S. indicia being

associated with the account, or the account becomes a High Value Account

described in paragraph D of this section.

3. If any of the U.S. indicia listed in subparagraph B(1) of this section are

discovered in the electronic search, or if there is a change in circumstances that

results in one or more U.S. indicia being associated with the account, then the

Reporting Korean Financial Institution must treat the account as a U.S.

Reportable Account unless it elects to apply subparagraph B(4) of this section

and one of the exceptions in such subparagraph applies with respect to that

account.

4. Notwithstanding a finding of U.S. indicia under subparagraph B(1) of this

section, a Reporting Korean

Financial Institution is not required to treat an

account as a U.S. Reportable Account if:

a) Where the Account Holder information unambiguously indicates a

U.S. place of birth, the Reporting Korean Financial Institution obtains, or

has previously reviewed and maintains a record of:

(1) A self-certification that the Account Holder is neither a

U.S. citizen nor a U.S. resident for tax purposes (which may be on

an IRS Form W-8 or other similar agreed form);

(2) A non-U.S. passport or other government-issued

identification evidencing the Account Holder’s citizenship or

nationality in a country other than the United States; and

(3) A copy of the Account Holder’s Certificate of Loss of

Nationality of the United States or a reasonable explanation of:

(a) The reason the Account Holder does not have such

a certificate despite relinquishing U.S. citizenship; or

(b) The reason the Account Holder did not obtain U.S.

citizenship at birth.

b) Where the Account Holder information contains a current U.S.

mailing or residence address, or one or more U.S. telephone numbers

that are the only telephone numbers associated with the account, the

Reporting Korean Financial Institution obtains, or has previously

reviewed and maintains a record of:

(1) A self-certification that the Account Holder is neither a

U.S. citizen nor a U.S. resident for tax purposes (which may be on

an IRS Form W-8 or other similar agreed form); and

(2) Documentary evidence, as defined in paragraph D of

section VI of this Annex I, establishing the Account Holder’s non-

U.S. status.

c) Where the Account Holder information contains standing

instructions to transfer funds to an account maintained in the United

States, the Reporting Korean Financial Institution obtains, or has

previously reviewed and maintains a record of:

(1) A self-certification that the Account Holder is neither a

U.S. citizen nor a U.S. resident for tax purposes (which may be on

an IRS Form W-8 or other similar agreed form); and

(2) Documentary evidence, as defined in paragraph D of

section VI of this Annex I, establishing the Account Holder’s non-

U.S. status.

d) Where the Account Holder information contains a currently

effective power of attorney or signatory authority granted to a person

with a U.S. address, has an “in-care-of” address or “hold mail” address

that is the sole address identified for the Account Holder, or has one or

more U.S. telephone numbers (if a non-U.S. telephone number is also

associated with the account), the Reporting Korean Financial Institution

obtains, or has previously reviewed and maintains a record of:

(1) A self-certification that the Account Holder is neither a

U.S. citizen nor a U.S. resident for tax purposes (which may be on

an IRS Form W-8 or other similar agreed form); or

(2) Documentary evidence, as defined in paragraph D of

section VI of this Annex I, establishing the Account Holder’s non-

U.S. status.

C. Additional Procedures Applicable to Preexisting Individual Accounts That

Are Lower Value Accounts.

1. Review of Preexisting Individual Accounts that are Lower Value Accounts

for U.S. indicia must be completed by June 30, 2016.

2. If there is a change of circumstances with respect to a Preexisting Individual

Account that is a Lower Value Account that results in one or more U.S.

indicia described in subparagraph B(1) of this section being associated with

the account, then the Reporting Korean Financial Institution must treat the

account as a U.S. Reportable Account unless subparagraph B(4) of this

section applies.

3. Except for Depository Accounts described in subparagraph A(4) of this

section, any Preexisting Individual Account that has been identified as a U.S.

Reportable Account under this section shall be treated as a U.S. Reportable

Account in all subsequent years, unless the Account Holder ceases to be a

Specified U.S. Person.

D. Enhanced Review Procedures for Preexisting Individual Accounts With a

Balance or Value That Exceeds $1,000,000 as of June 30, 2014, or December 31 of

2015 or Any Subsequent Year (“High Value Accounts”).

1. Electronic Record Search

. The Reporting Korean Financial Institution must

review electronically searchable data maintained by the Reporting Korean

Financial Institution for any of the U.S. indicia described in subparagraph

B(1) of this section.

2. Paper Record Search

. If the Reporting Korean Financial Institution’s

electronically searchable databases include fields for, and capture all of the

information described in, subparagraph D(3) of this section, then no further paper

record search is required. If the electronic databases do not capture all of this

information, then with respect to a High Value Account, the Reporting Korean

Financial Institution must also review the current customer master file and, to the

extent not contained in the current customer master file, the following documents

associated with the account and obtained by the Reporting Korean Financial

Institution within the last five years for any of the U.S. indicia described in

subparagraph B(1) of this section:

a) The most recent documentary evidence collected with respect to

the account;

b) The most recent account opening contract or documentation;

c) The most recent documentation obtained by the Reporting Korean

Financial Institution pursuant to AML/KYC Procedures or for other

regulatory purposes;

d) Any power of attorney or signature authority forms currently in

effect; and

e) Any standing instructions to transfer funds currently in effect.

3. Exception Where Databases Contain Sufficient Information. A

Reporting Korean Financial Institution is not required to perform the paper

record search described in subparagraph D(2) of this section if the Reporting

Korean Financial Institution’s electronically searchable information includes the

following:

a) The Account Holder’s nationality or residence status;

b) The Account Holder’s residence address and mailing address

currently on file with the Reporting Korean Financial Institution;

c) The Account Holder’s telephone number(s) currently on file, if

any, with the Reporting Korean Financial Institution;

d) Whether there are standing instructions to transfer funds in the

account to another account (including an account at another branch of the

Reporting Korean Financial Institution or another Financial Institution);

e) Whether there is a current “in-care-of” address or “hold mail”

address for the Account Holder; and

f) Whether there is any power of attorney or signatory authority for

the account.

4. Relationship Manager Inquiry for Actual Knowledge. In addition to the

electronic and paper record searches described above, the Reporting Korean

Financial Institution must treat as a U.S. Reportable Account any High Value

Account assigned to a relationship manager (including any Financial Accounts

aggregated with such High Value Account) if the relationship manager has actual

knowledge that the Account Holder is a Specified U.S. Person.

5. Effect of Finding U.S. Indicia.

a) If none of the U.S. indicia listed in subparagraph B(1) of this

section are discovered in the enhanced review of High Value Accounts

described above, and the account is not identified as held by a Specified

U.S. Person in subparagraph D(4) of this section, then no further action is

required until there is a change in circumstances that results in one or

more U.S. indicia being associated with the account.

b) If any of the U.S. indicia listed in subparagraph B(1) of this section

are discovered in the enhanced review of High Value Accounts described

above, or if there is a subsequent change in circumstances that results in

one or more U.S. indicia being associated with the account, then the

Reporting Korean Financial Institution must treat the account as a U.S.

Reportable Account unless it elects to apply subparagraph B(4) of this

section and one of the exceptions in such subparagraph applies with

respect to that account.

c) Except for Depository Accounts described in subparagraph A(4) of

this section, any Preexisting Individual Account that has been identified

as a U.S. Reportable Account under this section shall be treated as a U.S.

Reportable Account in all subsequent years, unless the Account Holder

ceases to be a Specified U.S. Person.

E. Additional Procedures Applicable to High Value Accounts.

1. If a Preexisting Individual Account is a High Value Account as of June 30,

2014,the Reporting Korean Financial Institution must complete the enhanced

review procedures described in paragraph D of this section with respect to such

account by June 30, 2015.If based on this review such account is identified as a

U.S. Reportable Account on or before December 31, 2014, the Reporting

Korean

Financial Institution must report the required information about such account

with respect to 2014 in the first report on the account and on an annual basis

thereafter. In the case of an account identified as a U.S. Reportable Account after

December 31, 2014 and on or before June 30, 2015, the Reporting Korean

Financial Institution is not required to report information about such account

with respect to 2014, but must report information about the account on an annual

basis thereafter.

2. If a Preexisting Individual Account is not a High Value Account as of June

30, 2014,but becomes a High Value Account as of the last day of 2015 or any

subsequent calendar year, the Reporting Korean Financial Institution must

complete the enhanced review procedures described in paragraph D of this

section with respect to such account within six months after the last day of the

calendar year in which the account becomes a High Value Account. If based on

this review such account is identified as a U.S. Reportable Account, the

Reporting Korean Financial Institution must report the required information

about such account with respect to the year in which it is identified as a U.S.

Reportable Account and subsequent years on an annual basis, unless the Account

Holder ceases to be a Specified U.S. Person.

3. Once a Reporting Korean Financial Institution applies the enhanced

review procedures described in paragraph D of this section to a High Value

Account, the Reporting Korean Financial Institution is not required to re-apply

such procedures, other than the relationship manager inquiry described in

subparagraph D(4) of this section, to the same High Value Account in any

subsequent year.

4. If there is a change of circumstances with respect to a High Value Account

that results in one or more U.S. indicia described in subparagraph B(1) of this

section being associated with the account, then the Reporting Korean Financial

Institution must treat the account as a U.S. Reportable Account unless it elects to

apply subparagraph B(4) of this section and one of the exceptions in such

subparagraph applies with respect to that account.

5. A Reporting Korean Financial Institution must implement procedures to

ensure that a relationship manager identifies any change in circumstances of an

account. For example, if a relationship manager is notified that the Account

Holder has a new mailing address in the United States, the Reporting Korean

Financial Institution is required to treat the new address as a change in

circumstances and, if it elects to apply subparagraph B(4) of this section, is

required to obtain the appropriate documentation from the Account Holder.

F. Preexisting Individual Accounts That Have Been Documented for Certain

Other Purposes. A Reporting Korean Financial Institution that has previously obtained

documentation from an Account Holder to establish the Account Holder’s status as

neither a U.S. citizen nor a U.S. resident in order to meet its obligations under a qualified

intermediary, withholding foreign partnership, or withholding foreign trust agreement

with the IRS, or to fulfill its obligations under chapter 61 of Title 26 of the United States

Code, is not required to perform the procedures described in subparagraph B(1) of this

section with respect to Lower Value Accounts or subparagraphs D(1) through D(3) of

this section with respect to High Value Accounts.

III. New Individual Accounts. The following rules and procedures apply for purposes of

identifying U.S. Reportable Accounts among Financial Accounts held by individuals and opened

on or after July 1, 2014 (“New Individual Accounts”).

A. Accounts Not Required to Be Reviewed, Identified, or Reported. Unless the

Reporting Korean Financial Institution elects otherwise, either with respect to all New

Individual Accounts or, separately, with respect to any clearly identified group of such

accounts, where the implementing rules in Korea provide for such an election, the

following New Individual Accounts are not required to be reviewed, identified, or

reported as U.S. Reportable Accounts:

1. A Depository Account unless the account balance exceeds $50,000 at the

end of any calendar year or other appropriate reporting period.

2. A Cash Value Insurance Contract unless the Cash Value exceeds $50,000

at the end of any calendar year or other appropriate reporting period.

B. Other New Individual Accounts. With respect to New Individual Accounts not

described in paragraph A of this section, upon account opening (or within 90 days after

the end of the calendar year in which the account ceases to be described in paragraph A

of this section), the Reporting Korean Financial Institution must obtain a self-

certification, which may be part of the account opening documentation, that allows the

Reporting Korean Financial Institution to determine whether the Account Holder is

resident in the United States for tax purposes (for this purpose, a U.S. citizen is

considered to be resident in the United States for tax purposes, even if the Account

Holder is also a tax resident of another jurisdiction) and confirm the reasonableness of

such self-certification based on the information obtained by the Reporting Korean

Financial Institution in connection with the opening of the account, including any

documentation collected pursuant to AML/KYC Procedures.

1. If the self-certification establishes that the Account Holder is resident in the

United States for tax purposes, the Reporting Korean

Financial Institution must

treat the account as a U.S. Reportable Account and obtain a self-certification that

includes the Account Holder’s U.S. TIN (which may be an IRS Form W-9 or other

similar agreed form).

2. If there is a change of circumstances with respect to a New Individual

Account that causes the Reporting Korean

Financial Institution to know, or have

reason to know, that the original self-certification is incorrect or unreliable, the

Reporting Korean Financial Institution cannot rely on the original self-

certification and must obtain a valid self-certification that establishes whether the

Account Holder is a U.S. citizen or resident for U.S. tax purposes. If the

Reporting Korean

Financial Institution is unable to obtain a valid self-

certification, the Reporting

Korean Financial Institution must treat the account as

a U.S. Reportable Account.

IV. Preexisting Entity Accounts. The following rules and procedures apply for purposes of

identifying U.S. Reportable Accounts and accounts held by Nonparticipating Financial

Institutions among Preexisting Accounts held by Entities (“Preexisting Entity Accounts”).

A. Entity Accounts Not Required to Be Reviewed, Identified or Reported. Unless

the Reporting Korean Financial Institution elects otherwise, either with respect to all

Preexisting Entity Accounts or, separately, with respect to any clearly identified group of

such accounts, where the implementing rules in Korea provide for such an election, a

Preexisting Entity Account with an account balance or value that does not exceed

$250,000 as of June 30, 2014, is not required to be reviewed, identified, or reported as a

U.S. Reportable Account until the account balance or value exceeds $1,000,000.

B. Entity Accounts Subject to Review. A Preexisting Entity Account that has an

account balance or value that exceeds $250,000 as of June 30, 2014, and a Preexisting

Entity Account that does not exceed $250,000 as of June 30, 2014 but the account

balance or value of which exceeds $1,000,000 as of the last day of 2015 or any

subsequent calendar year, must be reviewed in accordance with the procedures set forth

in paragraph D of this section.

C. Entity Accounts With Respect to Which Reporting Is Required. With respect

to Preexisting Entity Accounts described in paragraph B of this section, only accounts

that are held by one or more Entities that are Specified U.S. Persons, or by Passive

NFFEs with one or more Controlling Persons who are U.S. citizens or residents, shall be

treated as U.S. Reportable Accounts. In addition, accounts held by Nonparticipating

Financial Institutions shall be treated as accounts for which aggregate payments as

described in subparagraph 1(b) of Article 4 of the Agreement are reported to the Korean

Competent Authority.

D. Review Procedures for Identifying Entity Accounts With Respect to Which

Reporting Is Required. For Preexisting Entity Accounts described in paragraph B of this

section, the Reporting Korean Financial Institution must apply the following review

procedures to determine whether the account is held by one or more Specified U.S.

Persons, by Passive NFFEs with one or more Controlling Persons who are U.S. citizens

or residents, or by Nonparticipating Financial Institutions:

1. Determine Whether the Entity Is a Specified U.S. Person.

a) Review information maintained for regulatory or customer

relationship purposes (including information collected pursuant to

AML/KYC Procedures) to determine whether the information indicates

that the Account Holder is a U.S. Person. For this purpose, information

indicating that the Account Holder is a U.S. Person includes a U.S. place

of incorporation or organization, or a U.S. address.

b) If the information indicates that the Account Holder is a U.S.

Person, the Reporting Korean Financial Institution must treat the account

as a U.S. Reportable Account unless it obtains a self-certification from

the Account Holder (which may be on an IRS Form W-8 or W-9, or a

similar agreed form), or reasonably determines based on information in

its possession or that is publicly available, that the Account Holder is not

a Specified U.S. Person.

2. Determine Whether a Non-U.S. Entity Is a Financial Institution.

a) Review information maintained for regulatory or customer

relationship purposes (including information collected pursuant to

AML/KYC Procedures) to determine whether the information indicates

that the Account Holder is a Financial Institution.

b) If the information indicates that the Account Holder is a Financial

Institution, or the Reporting Korean Financial Institution verifies the

Account Holder’s Global Intermediary Identification Number on the

published IRS FFI list, then the account is not a U.S. Reportable Account.

3. Determine Whether a Financial Institution Is a Nonparticipating

Financial Institution Payments to Which Are Subject to Aggregate

Reporting Under Subparagraph 1(b) of Article 4 of the Agreement.

a) Subject to subparagraph D(3)(b) of this section, a Reporting

Korean Financial Institution may determine that the Account Holder is a

Korean Financial Institution or other Partner Jurisdiction Financial

Institution if the Reporting Korean Financial Institution reasonably

determines that the Account Holder has such status on the basis of the

Account Holder’s Global Intermediary Identification Number on the

published IRS FFI list or other information that is publicly available or in

the possession of the Reporting Korean Financial Institution, as

applicable. In such case, no further review, identification, or reporting is

required with respect to the account.

b) If the Account Holder is a Korean Financial Institution or other

Partner Jurisdiction Financial Institution treated by the IRS as a

Nonparticipating Financial Institution, then the account is not a U.S.

Reportable Account, but payments to the Account Holder must be

reported as contemplated in subparagraph 1(b) of Article 4 of the

Agreement.

c) If the Account Holder is not a Korean Financial Institution or other

Partner Jurisdiction Financial Institution, then the Reporting Korean

Financial Institution must treat the Account Holder as a Nonparticipating

Financial Institution payments to which are reportable under

subparagraph 1(b) of Article 4 of the Agreement, unless the Reporting

Korean Financial Institution:

(1) Obtains a self-certification (which may be on an IRS Form

W-8 or similar agreed form) from the Account Holder that it is a

certified deemed-compliant FFI, or an exempt beneficial owner,

as those terms are defined in relevant U.S. Treasury Regulations;

(2) In the case of a participating FFI or registered deemed-

compliant FFI, verifies the Account Holder’s Global Intermediary

Identification Number on the published IRS FFI list.

4. Determine Whether an Account Held by an NFFE Is a U.S.

Reportable Account. With respect to an Account Holder of a Preexisting Entity

Account that is not identified as either a U.S. Person or a Financial Institution,

the Reporting Korean Financial Institution must identify (i) whether the Account

Holder has Controlling Persons, (ii) whether the Account Holder is a Passive

NFFE, and (iii) whether any of the Controlling Persons of the Account Holder is

a U.S. citizen or resident. In making these determinations the Reporting Korean

Financial Institution must follow the guidance in subparagraphs D(4)(a) through

D(4)(d) of this section in the order most appropriate under the circumstances.

a) For purposes of determining the Controlling Persons of an Account

Holder, a Reporting Korean Financial Institution may rely on information

collected and maintained pursuant to AML/KYC Procedures.

b) For purposes of determining whether the Account Holder is a

Passive NFFE, the Reporting Korean Financial Institution must obtain a

self-certification (which may be on an IRS Form W-8 or W-9, or on a

similar agreed form) from the Account Holder to establish its status,

unless it has information in its possession or that is publicly available,

based on which it can reasonably determine that the Account Holder is an

Active NFFE.

c) For purposes of determining whether a Controlling Person of a

Passive NFFE is a U.S. citizen or resident for tax purposes, a Reporting

Korean Financial Institution may rely on:

(1) Information collected and maintained pursuant to

AML/KYC Procedures in the case of a Preexisting Entity Account

held by one or more NFFEs with an account balance or value that

does not exceed $1,000,000; or

(2) A self-certification (which may be on an IRS Form W-8 or

W-9, or on a similar agreed form) from the Account Holder or

such Controlling Person in the case of a Preexisting Entity

Account held by one or more NFFEs with an account balance or

value that exceeds $1,000,000.

d) If any Controlling Person of a Passive NFFE is a U.S. citizen or

resident, the account shall be treated as a U.S. Reportable Account.

E. Timing of Review and Additional Procedures Applicable to

Preexisting Entity Accounts.

1. Review of Preexisting Entity Accounts with an account balance or

value that exceeds $250,000 as of June 30, 2014 must be completed by

June 30, 2016.

2. Review of Preexisting Entity Accounts with an account balance or

value that does not exceed $250,000 as of June 30, 2014, but exceeds

$1,000,000 as of December 31 of 2015 or any subsequent year, must be

completed within six months after the last day of the calendar year in

which the account balance or value exceeds $1,000,000.

3. If there is a change of circumstances with respect to a Preexisting

Entity Account that causes the Reporting Korean Financial Institution to

know, or have reason to know, that the self-certification or other

documentation associated with an account is incorrect or unreliable, the

Reporting Korean Financial Institution must redetermine the status of the

account in accordance with the procedures set forth in paragraph D of this

section.

V. New Entity Accounts. The following rules and procedures apply for purposes of

identifying U.S. Reportable Accounts and accounts held by Nonparticipating Financial

Institutions among Financial Accounts held by Entities and opened on or after July 1, 2014

(“New Entity Accounts”).

A. Entity Accounts Not Required to Be Reviewed, Identified or Reported. Unless

the Reporting Korean Financial Institution elects otherwise, either with respect to all

New Entity Accounts or, separately, with respect to any clearly identified group of such

accounts, where the implementing rules in Korea provide for such election, a credit card

account or a revolving credit facility treated as a New Entity Account is not required to

be reviewed, identified, or reported, provided that the Reporting Korean Financial

Institution maintaining such account implements policies and procedures to prevent an

account balance owed to the Account Holder that exceeds $50,000.

B. Other New Entity Accounts. With respect to New Entity Accounts not described

in paragraph A of this section, the Reporting Korean Financial Institution must

determine whether the Account Holder is: (i) a Specified U.S. Person; (ii) a

Korean

Financial Institution or other Partner Jurisdiction Financial Institution; (iii) a

participating FFI, a deemed-compliant FFI, or an exempt beneficial owner, as those

terms are defined in relevant U.S. Treasury Regulations; or (iv) an Active NFFE or

Passive NFFE.

1. Subject to subparagraph B(2) of this section, a Reporting Korean Financial

Institution may determine that the Account Holder is an Active NFFE, a Korean

Financial Institution, or other Partner Jurisdiction Financial Institution if the

Reporting Korean Financial Institution reasonably determines that the Account

Holder has such status on the basis of the Account Holder’s Global Intermediary

Identification Number or other information that is publicly available or in the

possession of the Reporting Korean Financial Institution, as applicable.

2. If the Account Holder is a Korean Financial Institution or other Partner

Jurisdiction Financial Institution treated by the IRS as a Nonparticipating

Financial Institution, then the account is not a U.S. Reportable Account, but

payments to the Account Holder must be reported as contemplated in

subparagraph 1(b) of Article 4 of the Agreement.

3. In all other cases, a Reporting Korean Financial Institution must obtain a

self-certification from the Account Holder to establish the Account Holder’s

status. Based on the self-certification, the following rules apply:

a) If the Account Holder is a Specified U.S. Person, the Reporting

Korean Financial Institution must treat the account as a U.S. Reportable

Account.

b) If the Account Holder is a Passive NFFE, the Reporting Korean

Financial Institution must identify the Controlling Persons as determined

under AML/KYC Procedures, and must determine whether any such

person is a U.S. citizen or resident on the basis of a self-certification from

the Account Holder or such person. If any such person is a U.S. citizen or

resident, the Reporting Korean Financial Institution must treat the

account as a U.S. Reportable Account.

c) If the Account Holder is: (i) a U.S. Person that is not a Specified

U.S. Person; (ii) subject to subparagraph B(3)(d) of this section, a Korean

Financial Institution or other Partner Jurisdiction Financial Institution;

(iii) a participating FFI, a deemed-compliant FFI, or an exempt beneficial

owner, as those terms are defined in relevant U.S. Treasury Regulations;

(iv) an Active NFFE; or (v) a Passive NFFE none of the Controlling

Persons of which is a U.S. citizen or resident, then the account is not a

U.S. Reportable Account, and no reporting is required with respect to the

account.

d) If the Account Holder is a Nonparticipating Financial Institution

(including a Korean Financial Institution or other Partner Jurisdiction

Financial Institution treated by the IRS as a Nonparticipating Financial

Institution), then the account is not a U.S. Reportable Account, but

payments to the Account Holder must be reported as contemplated in

subparagraph 1(b) of Article 4 of the Agreement.

VI. Special Rules and Definitions. The following additional rules and definitions apply in

implementing the due diligence procedures described above:

A. Reliance on Self-Certifications and Documentary Evidence. A Reporting

Korean Financial Institution may not rely on a self-certification or documentary evidence

if the Reporting Korean Financial Institution knows or has reason to know that the self-

certification or documentary evidence is incorrect or unreliable.

B. Definitions. The following definitions apply for purposes of this Annex I.

1. AML/KYC Procedures. “AML/KYC Procedures” means the customer due

diligence procedures of a Reporting Korean Financial Institution pursuant to

the anti-money laundering or similar requirements of Korea to which such

Reporting Korean Financial Institution is subject.

2. NFFE. An “NFFE” means any Non-U.S. Entity that is not an FFI as defined

in relevant U.S. Treasury Regulations or is an Entity described in

subparagraph B(4)(j) of this section, and also includes any Non-U.S. Entity

that is established in Korea or another Partner Jurisdiction and that is not a

Financial Institution.

3. Passive NFFE. A “Passive NFFE” means any NFFE that is not (i) an Active

NFFE, or (ii) a withholding foreign partnership or withholding foreign trust

pursuant to relevant U.S. Treasury Regulations.

4. Active NFFE. An “Active NFFE” means any NFFE that meets any of the

following criteria:

a) Less than 50 percent of the NFFE’s gross income for the preceding

calendar year or other appropriate reporting period is passive income

and less than 50 percent of the assets held by the NFFE during the

preceding calendar year or other appropriate reporting period are

assets that produce or are held for the production of passive income;

b) The stock of the NFFE is regularly traded on an established securities

market or the NFFE is a Related Entity of an Entity the stock of which

is regularly traded on an established securities market;

c) The NFFE is organized in a U.S. Territory and all of the owners of the

NFFE are bona fide residents of that U.S. Territory;

d) The NFFE is a government (other than the U.S. government), a

political subdivision (including a local authority) of such government,

or a public body performing a function of such government or a

political subdivision (including a local authority) thereof, a

government of a U.S. Territory, an international organization, a non-

U.S. central bank of issue, or an Entity wholly owned by one or more

of the foregoing;

e) Substantially all of the activities of the NFFE consist of holding (in

whole or in part) the outstanding stock of, or providing financing and

services to, one or more subsidiaries that engage in trades or

businesses other than the business of a Financial Institution, except

that an Entity shall not qualify for NFFE status if the Entity functions

(or holds itself out) as an investment fund, such as a private equity

fund, venture capital fund, leveraged buyout fund, or any investment

vehicle whose purpose is to acquire or fund companies and then hold

interests in those companies as capital assets for investment purposes;

f) The NFFE is not yet operating a business and has no prior operating

history, but is investing capital into assets with the intent to operate a

business other than that of a Financial Institution, provided that the

NFFE shall not qualify for this exception after the date that is 24

months after the date of the initial organization of the NFFE;

g) The NFFE was not a Financial Institution in the past five years, and is

in the process of liquidating its assets or is reorganizing with the intent

to continue or recommence operations in a business other than that of a

Financial Institution;

h) The NFFE primarily engages in financing and hedging transactions

with, or for, Related Entities that are not Financial Institutions, and

does not provide financing or hedging services to any Entity that is not

a Related Entity, provided that the group of any such Related Entities

is primarily engaged in a business other than that of a Financial

Institution;

i) The NFFE is an “excepted NFFE” as described in relevant U.S. Treasury

Regulations; or

j) The NFFE meets all of the following requirements:

i. It is established and operated in its jurisdiction of residence

exclusively for religious, charitable, scientific, artistic, cultural,

athletic, or educational purposes; or it is established and operated

in its jurisdiction of residence and it is a professional

organization, business league, chamber of commerce, labor

organization, agricultural or horticultural organization, civic

league or an organization operated exclusively for the promotion

of social welfare;

ii. It is exempt from income tax in its jurisdiction of residence;

iii. It has no shareholders or members who have a proprietary or

beneficial interest in its income or assets;

iv. The applicable laws of the NFFE’s jurisdiction of residence or

the NFFE’s formation documents do not permit any income or

assets of the NFFE to be distributed to, or applied for the benefit

of, a private person or non-charitable Entity other than pursuant

to the conduct of the NFFE’s charitable activities, or as payment

of reasonable compensation for services rendered, or as payment

representing the fair market value of property which the NFFE

has purchased; and

v. The applicable laws of the NFFE’s jurisdiction of residence or

the NFFE’s formation documents require that, upon the NFFE’s

liquidation or dissolution, all of its assets be distributed to a

governmental entity or other non-profit organization, or escheat

to the government of the NFFE’s jurisdiction of residence or any

political subdivision thereof.

5. Preexisting Account. A “Preexisting Account” means a Financial Account

maintained by a Reporting Financial Institution as of June 30, 2014.

C. Account Balance Aggregation and Currency Translation Rules.

1. Aggregation of Individual Accounts. For purposes of determining the

aggregate balance or value of Financial Accounts held by an individual, a

Reporting Korean Financial Institution is required to aggregate all Financial

Accounts maintained by the Reporting Korean Financial Institution, or by a

Related Entity, but only to the extent that the Reporting Korean Financial

Institution’s computerized systems link the Financial Accounts by reference to a

data element such as client number or taxpayer identification number, and allow

account balances or values to be aggregated. Each holder of a jointly held

Financial Account shall be attributed the entire balance or value of the jointly

held Financial Account for purposes of applying the aggregation requirements

described in this paragraph 1.

2. Aggregation of Entity Accounts

. For purposes of determining the

aggregate balance or value of Financial Accounts held by an Entity, a Reporting

Korean Financial Institution is required to aggregate all Financial Accounts that

are maintained by the Reporting Korean Financial Institution, or by a Related

Entity, but only to the extent that the Reporting Korean Financial Institution’s

computerized systems link the Financial Accounts by reference to a data element

such as client number or taxpayer identification number, and allow account

balances or values to be aggregated.

3. Special Aggregation Rule Applicable to Relationship Managers. For

purposes of determining the aggregate balance or value of Financial Accounts

held by a person to determine whether a Financial Account is a High Value

Account, a Reporting Korean Financial Institution is also required, in the case of

any Financial Accounts that a relationship manager knows, or has reason to

know, are directly or indirectly owned, controlled, or established (other than in a

fiduciary capacity) by the same person, to aggregate all such accounts.

4. Currency Translation Rule. For purposes of determining the balance or

value of Financial Accounts denominated in a currency other than the U.S.

dollar, a Reporting Korean Financial Institution must convert the U.S. dollar

threshold amounts described in this Annex I into such currency using a published

spot rate determined as of the last day of the calendar year preceding the year in

which the Reporting Korean Financial Institution is determining the balance or

value.

D. Documentary Evidence. For purposes of this Annex I, acceptable documentary

evidence includes any of the following:

1. A certificate of residence issued by an authorized government body (for

example, a government or agency thereof, or a municipality) of the jurisdiction

in which the payee claims to be a resident.

2. With respect to an individual, any valid identification issued by an

authorized government body (for example, a government or agency thereof, or a

municipality), that includes the individual’s name and is typically used for

identification purposes.

3. With respect to an Entity, any official documentation issued by an

authorized government body (for example, a government or agency thereof, or a

municipality) that includes the name of the Entity and either the address of its

principal office in the jurisdiction (or U.S. Territory) in which it claims to be a

resident or the jurisdiction (or U.S. Territory) in which the Entity was

incorporated or organized.

4. With respect to a Financial Account maintained in a jurisdiction with anti-

money laundering rules that have been approved by the IRS in connection with a

QI agreement (as described in relevant U.S. Treasury Regulations), any of the

documents, other than a Form W-8 or W-9, referenced in the jurisdiction’s

attachment to the QI agreement for identifying individuals or Entities.

5. Any financial statement, third-party credit report, bankruptcy filing, or

U.S. Securities and Exchange Commission report.

E. Alternative Procedures for Financial Accounts Held by Individual

Beneficiaries of a Cash Value Insurance Contract. A Reporting Korean Financial

Institution may presume that an individual beneficiary (other than the owner) of a Cash

Value Insurance Contract receiving a death benefit is not a Specified U.S. Person and

may treat such Financial Account as other than a U.S. Reportable Account unless the

Reporting Korean Financial Institution has actual knowledge, or reason to know, that the

beneficiary is a Specified U.S. Person. A Reporting Korean Financial Institution has

reason to know that a beneficiary of a Cash Value Insurance Contract is a Specified U.S.

Person if the information collected by the Reporting Korean Financial Institution and

associated with the beneficiary contains U.S. indicia as described in subparagraph (B)(1)

of section II of this Annex I. If a Reporting Korean Financial Institution has actual

knowledge, or reason to know, that the beneficiary is a Specified U.S. Person, the

Reporting Korean Financial Institution must follow the procedures in subparagraph B(3)

of section II of this Annex I.

F. Reliance on Third Parties. Regardless of whether an election is made under

paragraph C of section I of this Annex I, Korea may permit Reporting Korean Financial

Institutions to rely on due diligence procedures performed by third parties, to the extent

provided in relevant U.S. Treasury Regulations.

G. Alternative Procedures for New Accounts Opened Prior to Entry Into Force

of this Agreement.

1. Applicability. If Korea has provided a written notice to the United States

prior to entry into force of this Agreement that, as of July 1, 2014, Korea

lacked the legal authority to require Reporting Korean Financial Institutions

either: (i) to require Account Holders of New Individual Accounts to provide

the self-certification specified in section III of this Annex I, or (ii) to perform

all the due diligence procedures related to New Entity Accounts specified in

section V of this Annex I, then Reporting Korean Financial Institutions may

apply the alternative procedures described in subparagraph G(2) of this

section, as applicable, to such New Accounts, in lieu of the procedures

otherwise required under this Annex I. The alternative procedures described

in subparagraph G(2) of this section shall be available only for those New

Individual Accounts or New Entity Accounts, as applicable, opened prior to

the earlier of: (i) the date Korea has the ability to compel Reporting Korean

Financial Institutions to comply with the due diligence procedures described

in section III or section V of this Annex I, as applicable, which date Korea

shall inform the United States of in writing by the date of entry into force of

this Agreement, or (ii) the date of entry into force of this Agreement. If the

alternative procedures for New Entity Accounts opened on or after July 1,

2014, and before January 1, 2015, described in paragraph H of this section are

applied with respect to all New Entity Accounts or a clearly identified group

of such accounts, the alternative procedures described in this paragraph G may

not be applied with respect to such New Entity Accounts. For all other New

Accounts, Reporting Korean Financial Institutions must apply the due

diligence procedures described in section III or section V of this Annex I, as

applicable, to determine if the account is a U.S. Reportable Account or an

account held by a Nonparticipating Financial Institution.

2. Alternative Procedures.

a) Within one year after the date of entry into force of this

Agreement, Reporting Korean Financial Institutions must: (i) with

respect to a New Individual Account described in subparagraph G(1)

of this section, request the self-certification specified in section III of

this Annex I and confirm the reasonableness of such self-certification

consistent with the procedures described in section III of this Annex I,

and (ii) with respect to a New Entity Account described in

subparagraph G(1) of this section, perform the due diligence

procedures specified in section V of this Annex I and request

information as necessary to document the account, including any self-

certification, required by section V of this Annex I.

b) Korea must report on any New Account that is identified pursuant

to subparagraph G(2)(a) of this section as a U.S. Reportable Account

or as an account held by a Nonparticipating Financial Institution, as

applicable, by the date that is the later of: (i) September 30 next

following the date that the account is identified as a U.S. Reportable

Account or as an account held by a Nonparticipating Financial

Institution, as applicable, or (ii) 90 days after the account is identified

as a U.S. Reportable Account or as an account held by a

Nonparticipating Financial Institution, as applicable. The information

required to be reported with respect to such a New Account is any

information that would have been reportable under this Agreement if

the New Account had been identified as a U.S. Reportable Account or

as an account held by a Nonparticipating Financial Institution, as

applicable, as of the date the account was opened.

c) By the date that is one year after the date of entry into force of

this Agreement, Reporting Korean Financial Institutions must close

any New Account described in subparagraph G(1) of this section for

which it was unable to collect the required self-certification or other

documentation pursuant to the procedures described in subparagraph

G(2)(a) of this section. In addition, by the date that is one year after

the date of entry into force of this Agreement, Reporting Korean

Financial Institutions must: (i) with respect to such closed accounts

that prior to such closure were New Individual Accounts (without

regard to whether such accounts were High Value Accounts), perform

the due diligence procedures specified in paragraph D of section II of

this Annex I, or (ii) with respect to such closed accounts that prior to

such closure were New Entity Accounts, perform the due diligence

procedures specified in section IV of this Annex I.

d) Korea must report on any closed account that is identified

pursuant to subparagraph G(2)(c) of this section as a U.S. Reportable

Account or as an account held by a Nonparticipating Financial

Institution, as applicable, by the date that is the later of: (i) September

30 next following the date that the account is identified as a U.S.

Reportable Account or as an account held by a Nonparticipating

Financial Institution, as applicable, or (ii) 90 days after the account is

identified as a U.S. Reportable Account or as an account held by a

Nonparticipating Financial Institution, as applicable. The information

required to be reported for such a closed account is any information

that would have been reportable under this Agreement if the account

had been identified as a U.S. Reportable Account or as an account held

by a Nonparticipating Financial Institution, as applicable, as of the

date the account was opened.

H. Alternative Procedures for New Entity Accounts Opened on or after July 1,

2014, and before January 1, 2015. For New Entity Accounts opened on or after

July 1, 2014, and before January 1, 2015, either with respect to all New Entity

Accounts or, separately, with respect to any clearly identified group of such

accounts, Korea may permit Reporting Korean Financial Institutions to treat such

accounts as Preexisting Entity Accounts and apply the due diligence procedures

related to Preexisting Entity Accounts specified in section IV of this Annex I in

lieu of the due diligence procedures specified in section V of this Annex I. In this

case, the due diligence procedures of section IV of this Annex I must be applied

without regard to the account balance or value threshold specified in paragraph A

of section IV of this Annex I.

ANNEX II

The following Entities shall be treated as exempt beneficial owners or deemed-compliant FFIs,

as the case may be, and the following accounts are excluded from the definition of Financial

Accounts.

Entities or Financial Accounts in this Annex II may be modified by a mutual written decision

entered into between the Competent Authorities of Korea and the United States: (1) to include

additional Entities and accounts that present a low risk of being used by U.S. Persons to evade

U.S. tax and that have similar characteristics to the Entities and accounts identified in this Annex

II as of the date of signature of the Agreement; or (2) to remove Entities and accounts that, due to

changes in circumstances, no longer present a low risk of being used by U.S. Persons to evade

U.S. tax. Any such addition or removal shall be effective on the date of signature of the mutual

decision, unless otherwise provided therein. Procedures for reaching such a mutual decision may

be included in the mutual agreement or arrangement described in paragraph 6 of Article 3 of the

Agreement.

I. Exempt Beneficial Owners other than Funds. The following Entities shall be treated as

Non-Reporting Korean Financial Institutions and as exempt beneficial owners for purposes

of sections 1471 and 1472 of the U.S. Internal Revenue Code, other than with respect to a

payment that is derived from an obligation held in connection with a commercial financial

activity of a type engaged in by a Specified Insurance Company, Custodial Institution, or

Depository Institution.

A. Governmental Entity. The government of Korea, any political subdivision (including a

local authority) of Korea, or any wholly owned agency or instrumentality of Korea or any

one or more of the foregoing (each, a “Korean Governmental Entity”). This category is

comprised of the integral parts, controlled entities, and political subdivisions of Korea.

1. An integral part of Korea means any person, organization, agency, bureau, fund,

instrumentality, or other body, however designated that constitutes a governing

authority of Korea. The net earnings of the governing authority must be credited to its

own account or to other accounts of Korea, with no portion inuring to the benefit of

any private person. An integral part does not include any individual who is a

sovereign, official, or administrator acting in a private or personal capacity.

2. A controlled entity means an Entity that is separate in form from Korea or that

otherwise constitutes a separate juridical entity, provided that:

a) The Entity is wholly owned and controlled by one or more Korean Governmental

Entities directly or through one or more controlled entities;

b) The Entity’s net earnings are credited to its own account or to the accounts of one

or more Korean Governmental Entities, with no portion of its income inuring to

the benefit of any private person; and

c) The Entity’s assets vest in one or more Korean Governmental Entities upon

dissolution.

3. Income does not inure to the benefit of private persons if such persons are the

intended beneficiaries of a governmental program, and the program activities are

performed for the general public with respect to the common welfare or relate to the

administration of some phase of government.

Notwithstanding the foregoing,

however, income is considered to inure to the benefit of private persons if the income

is derived from the use of a governmental entity to conduct a commercial business,

such as a commercial banking business, that provides financial services to private

persons.

B. International Organization. Any international organization or wholly owned agency or

instrumentality thereof. This category includes any intergovernmental organization

(including a supranational organization) (1) that is comprised primarily of non-U.S.

governments; (2) that has in effect a headquarters agreement with Korea; and (3) the

income of which does not inure to the benefit of private persons.

C. Central Bank. An institution that is by law or government sanction the principal

authority, other than the government of Korea itself, issuing instruments intended to

circulate as currency. Such an institution may include an instrumentality that is separate

from the government of Korea, whether or not owned in whole or in part by Korea.

D. Public Institutions. An institution established in Korea and designated as a Public

Institution pursuant to the Act on the Management of Public Institutions, provided that all

interests in such institution are beneficially owned and held by the Central Bank or

Governmental Entities described in this section, the institution is established to promote

public services, and the institution does not maintain Depository Accounts.

II. Funds that Qualify as Exempt Beneficial Owners. The following Entities shall be treated

as Non-Reporting Korean Financial Institutions and as exempt beneficial owners for

purposes of sections 1471 and 1472 of the U.S. Internal Revenue Code.

A. Treaty-Qualified Retirement Fund. A fund established in Korea, provided that the

fund is entitled to benefits under an income tax treaty between Korea and the United

States on income that it derives from sources within the United States (or would be

entitled to such benefits if it derived any such income) as a resident of Korea that satisfies

any applicable limitation on benefits requirement, and is operated principally to

administer or provide pension or retirement benefits.

B. Broad Participation Retirement Fund. A fund established in Korea to provide

retirement, disability, or death benefits, or any combination thereof, to beneficiaries that

are current or former employees (or persons designated by such employees) of one or

more employers in consideration for services rendered, provided that the fund:

1. Does not have a single beneficiary with a right to more than five percent of the fund’s

assets;

2. Is subject to government regulation and provides annual information reporting about

its beneficiaries to the relevant tax authorities in Korea; and

3. Satisfies at least one of the following requirements:

a) The fund is generally exempt from tax in Korea on investment income under the

laws of Korea due to its status as a retirement or pension plan;

b) The fund receives at least 50 percent of its total contributions (other than transfers

of assets from other plans described in paragraphs A through D of this section or

from retirement and pension accounts described in subparagraph A(1) of section

V of this Annex II) from the sponsoring employers;

c) Distributions or withdrawals from the fund are allowed only upon the occurrence

of specified events related to retirement, disability, or death (except rollover

distributions to other retirement funds described in paragraphs A through D of this

section or retirement and pension accounts described in subparagraph A(1) of

section V of this Annex II), or penalties apply to distributions or withdrawals

made before such specified events; or

d) Contributions (other than certain permitted make-up contributions) by employees

to the fund are limited by reference to earned income of the employee or may not

exceed $50,000 annually, applying the rules set forth in Annex I for account

aggregation and currency translation.

C. Narrow Participation Retirement Fund. A fund established in Korea to provide

retirement, disability, or death benefits to beneficiaries that are current or former

employees (or persons designated by such employees) of one or more employers in

consideration for services rendered, provided that:

1. The fund has fewer than 50 participants;

2. The fund is sponsored by one or more employers that are not Investment Entities or

Passive NFFEs;

3. The employee and employer contributions to the fund (other than transfers of assets

from treaty-qualified retirement funds described in paragraph A of this section or

retirement and pension accounts described in subparagraph A(1) of section V of this

Annex II) are limited by reference to earned income and compensation of the

employee, respectively;

4. Participants that are not residents of Korea are not entitled to more than 20 percent of

the fund’s assets; and

5. The fund is subject to government regulation and provides annual information

reporting about its beneficiaries to the relevant tax authorities in Korea.

D. Pension Fund of an Exempt Beneficial Owner. A fund established in Korea by an

exempt beneficial owner to provide retirement, disability, or death benefits to

beneficiaries or participants that are current or former employees of the exempt beneficial

owner (or persons designated by such employees), or that are not current or former

employees, if the benefits provided to such beneficiaries or participants are in

consideration of personal services performed for the exempt beneficial owner.

E. Investment Entity Wholly Owned by Exempt Beneficial Owners. An Entity that is a

Korean Financial Institution solely because it is an Investment Entity, provided that each

direct holder of an Equity Interest in the Entity is an exempt beneficial owner, and each

direct holder of a debt interest in such Entity is either a Depository Institution (with

respect to a loan made to such Entity) or an exempt beneficial owner.

F. The Specific Post Office Pension Service Agency.

III. Small or Limited Scope Financial Institutions that Qualify as Deemed-Compliant FFIs

The following Financial Institutions are Non-Reporting Korean Financial Institutions that

shall be treated as deemed-compliant FFIs for purposes of section 1471 of the U.S. Internal

Revenue Code.

A. Financial Institution with a Local Client Base. A Financial Institution satisfying the

following requirements:

1. The Financial Institution must be licensed and regulated as a financial institution

under the laws of Korea;

2. The Financial Institution must have no fixed place of business outside of Korea. For

this purpose, a fixed place of business does not include a location that is not

advertised to the public and from which the Financial Institution performs solely

administrative support functions;

3. The Financial Institution must not solicit customers or Account Holders outside

Korea. For this purpose, a Financial Institution shall not be considered to have

solicited customers or Account Holders outside Korea merely because the Financial

Institution (a) operates a website, provided that the website does not specifically

indicate that the Financial Institution provides Financial Accounts or services to

nonresidents, and does not otherwise target or solicit U.S. customers or Account

Holders, or (b) advertises in print media or on a radio or television station that is

distributed or aired primarily within Korea but is also incidentally distributed or aired

in other countries, provided that the advertisement does not specifically indicate that

the Financial Institution provides Financial Accounts or services to nonresidents, and

does not otherwise target or solicit U.S. customers or Account Holders;

4. The Financial Institution must be required under the laws of Korea to identify

resident Account Holders for purposes of either information reporting or withholding

of tax with respect to Financial Accounts held by residents or for purposes of

satisfying Korea’s AML due diligence requirements;

5. At least 98 percent of the Financial Accounts by value maintained by the Financial

Institution must be held by residents (including residents that are Entities) of Korea.

6. Beginning on or before July 1, 2014, the Financial Institution must have policies and

procedures, consistent with those set forth in Annex I, to prevent the Financial

Institution from providing a Financial Account to any Nonparticipating Financial

Institution and to monitor whether the Financial Institution opens or maintains a

Financial Account for any Specified U.S. Person who is not a resident of Korea

(including a U.S. Person that was a resident of Korea when the Financial Account

was opened but subsequently ceases to be a resident of Korea) or any Passive NFFE

with Controlling Persons who are U.S. residents or U.S. citizens who are not residents

of Korea;

7. Such policies and procedures must provide that if any Financial Account held by a

Specified U.S. Person who is not a resident of Korea or by a Passive NFFE with

Controlling Persons who are U.S. residents or U.S. citizens who are not residents of

Korea is identified, the Financial Institution must report such Financial Account as

would be required if the Financial Institution were a Reporting Korean Financial

Institution (including by following the applicable registration requirements on the IRS

FATCA registration website);

8. With respect to a Preexisting Account held by an individual who is not a resident of

Korea or by an Entity, the Financial Institution must review those Preexisting

Accounts in accordance with the procedures set forth in Annex I applicable to

Preexisting Accounts to identify any U.S. Reportable Account or Financial Account

held by a Nonparticipating Financial Institution, and must report such Financial

Account as would be required if the Financial Institution were a Reporting Korean

Financial Institution (including by following the applicable registration requirements

on the IRS FATCA registration website);

9. Each Related Entity of the Financial Institution that is a Financial Institution must be

incorporated or organized in Korea and, with the exception of any Related Entity

that is a retirement fund described in paragraphs A through D of section II of this

Annex II, satisfy the requirements set forth in this paragraph A; and

10. The Financial Institution must not have policies or practices that discriminate against

opening or maintaining Financial Accounts for individuals who are Specified U.S.

Persons and residents of Korea.

B. Local Bank. A Financial Institution satisfying the following requirements:

1. The Financial Institution operates solely as (and is licensed and regulated under the

laws of Korea as) (a) a bank or savings bank, or (b) a credit union or similar

cooperative credit organization that is operated without profit;

2. The Financial Institution’s business consists primarily of receiving deposits from and

making loans to, (a) with respect to a bank or savings bank unrelated retail customers

and, (b) with respect to a credit union or similar cooperative credit organization

unrelated retail customers or members, provided that no member has a greater than

five percent interest in such credit union or cooperative credit organization;

3. The Financial Institution satisfies the requirements set forth in subparagraphs A(2)

and A(3) of this section, provided that, in addition to the limitations on the website

described in subparagraph A(3) of this section, the website does not permit the

opening of a Financial Account;

4. The Financial Institution does not have more than $175 million in assets on its

balance sheet, and the Financial Institution and any Related Entities, taken together,

do not have more than $500 million in total assets on their consolidated or combined

balance sheets; and

5. Any Related Entity must be incorporated or organized in Korea, and any Related

Entity that is a Financial Institution, with the exception of any Related Entity that is

a retirement fund described in paragraphs A through D of section II of this Annex II

or a Financial Institution with only low-value accounts described in paragraph C of

this section, must satisfy the requirements set forth in this paragraph B.

C. Financial Institution with Only Low-Value Accounts. A Korean Financial Institution

satisfying the following requirements:

1. The Financial Institution is not an Investment Entity;

2. No Financial Account maintained by the Financial Institution or any Related Entity

has a balance or value in excess of $50,000, applying the rules set forth in Annex I

for account aggregation and currency translation; and

3. The Financial Institution does not have more than $50 million in assets on its

balance sheet, and the Financial Institution and any Related Entities, taken together,

do not have more than $50 million in total assets on their consolidated or combined

balance sheets.

D. Qualified Credit Card Issuer. A Korean Financial Institution satisfying the following

requirements:

1. The Financial Institution is a Financial Institution solely because it is an issuer of

credit cards that accepts deposits only when a customer makes a payment in excess of

a balance due with respect to the card and the overpayment is not immediately

returned to the customer; and

2. Beginning on or before July 1, 2014, the Financial Institution implements policies and

procedures to either prevent a customer deposit in excess of $50,000, or to ensure that

any customer deposit in excess of $50,000, in each case applying the rules set forth in

Annex I for account aggregation and currency translation, is refunded to the

customer within 60 days. For this purpose, a customer deposit does not refer to credit

balances to the extent of disputed charges but does include credit balances resulting

from merchandise returns.

IV. Investment Entities that Qualify as Deemed-Compliant FFIs and Other Special Rules.

The Financial Institutions described in paragraphs A through E of this section are Non-

Reporting Korean Financial Institutions that shall be treated as deemed-compliant FFIs for

purposes of section 1471 of the U.S. Internal Revenue Code. In addition, paragraph F of this

section provides special rules applicable to an Investment Entity.

A. Trustee-Documented Trust. A trust established under the laws of Korea to the extent

that the trustee of the trust is a Reporting U.S. Financial Institution, Reporting Model 1

FFI, or Participating FFI and reports all information required to be reported pursuant to

the Agreement with respect to all U.S. Reportable Accounts of the trust.

B. Sponsored Investment Entity and Controlled Foreign Corporation. A Financial

Institution described in subparagraph B(1) or B(2) of this section having a sponsoring

entity that complies with the requirements of subparagraph B(3) of this section.

1. A Financial Institution is a sponsored investment entity if (a) it is an Investment

Entity established in Korea that is not a qualified intermediary, withholding foreign

partnership, or withholding foreign trust pursuant to relevant U.S. Treasury

Regulations; and (b) an Entity has agreed with the Financial Institution to act as a

sponsoring entity for the Financial Institution.

2. A Financial Institution is a sponsored controlled foreign corporation if (a) the

Financial Institution is a controlled foreign corporation

organized under the laws of

Korea that is not a qualified intermediary, withholding foreign partnership, or

withholding foreign trust pursuant to relevant U.S. Treasury Regulations; (b) the

Financial Institution is wholly owned, directly or indirectly, by a Reporting U.S.

Financial Institution that agrees to act, or requires an affiliate of the Financial

Institution to act, as a sponsoring entity for the Financial Institution; and (c) the

A “controlled foreign corporation” means any foreign corporation if more than 50 percent of the total combined

voting power of all classes of stock of such corporation entitled to vote, or the total value of the stock of such

corporation, is owned, or is considered as owned, by “United States shareholders” on any day during the taxable

year of such foreign corporation. The term a “United States shareholder” means, with respect to any foreign

corporation, a United States person who owns, or is considered as owning, 10 percent or more of the total

combined voting power of all classes of stock entitled to vote of such foreign corporation.

Financial Institution shares a common electronic account system with the sponsoring

entity that enables the sponsoring entity to identify all Account Holders and payees of

the Financial Institution and to access all account and customer information

maintained by the Financial Institution including, but not limited to, customer

identification information, customer documentation, account balance, and all

payments made to the Account Holder or payee.

3. The sponsoring entity complies with the following requirements:

a) The sponsoring entity is authorized to act on behalf of the Financial Institution

(such as a fund manager, trustee, corporate director, or managing partner) to

fulfill applicable registration requirements on the IRS FATCA registration

website;

b) The sponsoring entity has registered as a sponsoring entity with the IRS on the

IRS FATCA registration website pursuant to applicable registration requirements;

c) If the sponsoring entity identifies any U.S. Reportable Accounts with respect to

the Financial Institution, the sponsoring entity registers the Financial Institution

pursuant to applicable registration requirements on the IRS FATCA registration

website on or before the later of December 31, 2015 and the date that is 90 days

after such a U.S. Reportable Account is first identified;

d) The sponsoring entity agrees to perform, on behalf of the Financial Institution, all

due diligence, reporting, and other requirement (including providing to any

immediate payor the information described in subparagraph 1(e) of Article 4) that

the Financial Institution would have been required to perform if it were a

Reporting Korean Financial Institution;

e) The sponsoring entity identifies the Financial Institution and includes the

identifying number of the Financial Institution (obtained by following applicable

registration requirements on the IRS FATCA registration website) in all reporting

completed on the Financial Institution’s behalf; and

f) The sponsoring entity has not had its status as a sponsor revoked.

C. Sponsored, Closely Held Investment Vehicle. A Korean Financial Institution satisfying

the following requirements:

1. The Financial Institution is a Financial Institution solely because it is an Investment

Entity and is not a qualified intermediary, withholding foreign partnership, or

withholding foreign trust pursuant to relevant U.S. Treasury Regulations;

2. The sponsoring entity is a Reporting U.S. Financial Institution, Reporting Model 1

FFI, or Participating FFI, is authorized to act on behalf of the Financial Institution

(such as a professional manager, trustee, or managing partner), and agrees to perform,

on behalf of the Financial Institution, all due diligence, withholding, reporting, and

other requirements that the Financial Institution would have been required to perform

if it were a Reporting Korean Financial Institution;

3. The Financial Institution does not hold itself out as an investment vehicle for

unrelated parties;

4. Twenty or fewer individuals own all of the debt interests and Equity Interests in the

Financial Institution (disregarding debt interests owned by Participating FFIs and

deemed-compliant FFIs and Equity Interests owned by an Entity if that Entity owns

100 percent of the Equity Interests in the Financial Institution and is itself a sponsored

Financial Institution described in this paragraph C); and

5. The sponsoring entity complies with the following requirements:

a) The sponsoring entity has registered as a sponsoring entity with the IRS on the

IRS FATCA registration website pursuant to applicable registration requirements;

b) The sponsoring entity agrees to perform, on behalf of the Financial Institution, all

due diligence, reporting, and other requirements (including providing to any

immediate payor the information described in subparagraph 1(e) of Article 4) that

the Financial Institution would have been required to perform if it were a

Reporting Korean Financial Institution and retains documentation collected with

respect to the Financial Institution for a period of six years;

c) The sponsoring entity identifies the Financial Institution in all reporting

completed on the Financial Institution’s behalf; and

d) The sponsoring entity has not had its status as a sponsor revoked.

D. Investment Advisors and Investment Managers. An Investment Entity established in

Korea that is a Financial Institution solely because it (1) renders investment advice to,

and acts on behalf of, or (2) manages portfolios for, and acts on behalf of, a customer for

the purposes of investing, managing, or administering funds deposited in the name of the

customer with a Financial Institution other than a Nonparticipating Financial Institution.

E. Collective Investment Vehicle. An Investment Entity established in Korea that is

regulated as a collective investment vehicle, provided that all of the interests in the

collective investment vehicle (including debt interests in excess of $50,000) are held by

or through one or more exempt beneficial owners, Active NFFEs described in

subparagraph B(4) of section VI of Annex I, U.S. Persons that are not Specified U.S.

Persons, or Financial Institutions that are not Nonparticipating Financial Institutions.

F. Special Rules. The following rules apply to an Investment Entity:

1. With respect to interests in an Investment Entity that is a collective investment vehicle

described in paragraph E of this section, the reporting obligations of any Investment

Entity (other than a Financial Institution through which interests in the collective

investment vehicle are held) shall be deemed fulfilled.

2. With respect to interests in:

a) An Investment Entity established in a Partner Jurisdiction that is regulated as a

collective investment vehicle, all of the interests in which (including debt interests

in excess of $50,000) are held by or through one or more exempt beneficial

owners, Active NFFEs described in subparagraph B(4) of section VI of Annex I,

U.S. Persons that are not Specified U.S. Persons, or Financial Institutions that are

not Nonparticipating Financial Institutions; or

b) An Investment Entity that is a qualified collective investment vehicle under

relevant U.S. Treasury Regulations;

the reporting obligations of any Investment Entity that is a Korean Financial

Institution (other than a Financial Institution through which interests in the collective

investment vehicle are held) shall be deemed fulfilled.

3. With respect to interests in an Investment Entity established in Korea that is not

described in paragraph E or subparagraph F(2) of this section, consistent with

paragraph 3 of Article 5 of the Agreement, the reporting obligations of all other

Investment Entities with respect to such interests shall be deemed fulfilled if the

information required to be reported by the first-mentioned Investment Entity pursuant

to the Agreement with respect to such interests is reported by such Investment Entity

or another person.

G. Restricted Fund. A Financial Institution that qualifies as a restricted fund as described

in relevant U.S. Treasury regulations, applying the procedures set forth in, or required

under, Annex I in lieu of the procedures set forth in, or required under, §1.1471-4 of

applicable U.S. Treasury Regulations, and applying references to “report” or “reports” in

lieu of references to “withhold and report” or “withholds and reports,” provided that the

Financial Institution provides to any immediate payor the information described in

subparagraph 1(e) of Article 4. Notwithstanding the preceding sentence, a Financial

Institution that qualifies as a restricted fund and that is acting as a qualified intermediary,

a withholding partnership, or a withholding trust as described in Article 4(1)(e) of the

Agreement may be required to withhold on withholdable payments pursuant to the U.S.

Internal Revenue Code.

V. Accounts Excluded from Financial Accounts. The following accounts are excluded from

the definition of Financial Accounts and therefore shall not be treated as U.S. Reportable

Accounts.

A. Certain Savings Accounts.

1. Retirement and Pension Accounts.

a) A retirement or pension account maintained in Korea that satisfies the following

requirements under the laws of Korea.

i) The account is subject to regulation as a personal retirement account or is part

of a registered or regulated retirement or pension plan for the provision of

retirement or pension benefits (including disability or death benefits);

ii) The account is tax-favored (i.e., contributions to the account that would

otherwise be subject to tax under the laws of Korea are deductible or excluded

from the gross income of the account holder or taxed at a reduced rate, or

taxation of investment income from the account is deferred or taxed at a

reduced rate);

iii) Annual information reporting is required to the tax authorities in Korea with

respect to the account;

iv) Withdrawals are conditioned on reaching a specified retirement age,

disability, or death, or penalties apply to withdrawals made before such

specified events; and

v) Either (A) annual contributions are limited to $50,000 or less, or (B) there is a

maximum lifetime contribution limit to the account of $1,000,000 or less, in

each case applying the rules set forth in Annex I for account aggregation and

currency translation.

b) A retirement or pension account maintained in Korea and established as a Defined

Benefit Retirement Pension Plan (Hwakjeong geubyeohyeong toejik yeon-geum jedo),

Defined Contribution Retirement Pension Plan (Hwakjeong giyeohyeong toejik yeon-

geum jedo), Retirement Pay System (Toejik-geum jedo), or an Individual Retirement

Pension Plan (Gae-inhyeong toejik yeon-geum jedo) as defined in the Employee

Retirement Benefit Security Act, provided that:

i) The account

is tax-favored (i.e., contributions to the account that would

otherwise be subject to tax under the laws of Korea are deductible or excluded

from the gross income of the account holder or taxed at a reduced rate, or

taxation of investment income from the account is deferred or taxed at a

reduced rate);

ii) Annual information reporting is required to the tax authorities in Korea with

respect to the account;

iii) Withdrawals are conditioned on reaching a specified retirement age,

disability, medical condition, or death (except for certain specified

circumstances prescribed by law for bankruptcy, insolvency, to purchase a

first home, unemployment, natural disasters or because the individual moves

outside of Korea); and

iv) Distributions from the account other than de minimis amounts are taxed to the

beneficiary or participant.

c) A retirement or pension account maintained in Korea and established as a Retirement

Insurance (Toejik boheom) or Retirement Pay Trust (Toejik ilsigeum sintak) as

defined in the old Labor Standards Act (the version before being amended by Act No.

7379 of 27 January 2005), provided that:

i) The account

is tax-favored (i.e., contributions to the account that would

otherwise be subject to tax under the laws of Korea are deductible or excluded

from the gross income of the account holder or taxed at a reduced rate, or

taxation of investment income from the account is deferred or taxed at a

reduced rate);

ii) Annual information reporting is required to the tax authorities in Korea with

respect to the account;

iii) Withdrawals are conditioned on reaching a specified retirement age,

disability, medical condition, or death, (except for certain specified

circumstances prescribed by law for bankruptcy, insolvency, to purchase a

first home, unemployment, natural disasters or because the individual moves

outside of Korea); and

iv) Distributions from the account other than de minimis amounts are taxed to the

beneficiary or participant.

d) A retirement or pension account maintained in Korea and established by a resident of

Korea as a Private Annuity Savings (Gae-in yeongeum jeochuk) as defined in Article

86 of the old Special Tax Treatment Control Act (STTCA)(the version before being

amended by Act No. 11614 of 1 January 2013) or an Annuity Savings (Yeongeum

jeochuk) as defined in Article 86-2 of the old STTCA (the version before being

amended by Act No. 11614 of 1 January 2013), provided that:

i) The account

is tax-favored (i.e., contributions to the account that would

otherwise be subject to tax under the laws of Korea are deductible or excluded

from the gross income of the account holder or taxed at a reduced rate, or

taxation of investment income from the account is deferred or taxed at a

reduced rate);

ii) Annual information reporting is required to the tax authorities in Korea with

respect to the account;

iii) Withdrawals are conditioned on reaching a specified retirement age,

disability, medical condition, or death (except for certain specified

circumstances prescribed by law for bankruptcy, insolvency, unemployment,

natural disasters or because the individual moves outside of Korea);

iv) Distributions from the account other than de minimis amounts are taxed to the

beneficiary or participant; and

v) Either (A) annual contributions are limited to $50,000 or less, or (B) there is a

maximum lifetime contribution limit to the account of $1,000,000 or less, in

each case applying the rules set forth in Annex I for account aggregation and

currency translation.

2. Non-Retirement Savings Accounts.

a) An account maintained in Korea (other than an insurance or Annuity Contract)

that satisfies the following requirements under the laws of Korea.

i) The account is subject to regulation as a savings vehicle for purposes other

than for retirement;

ii) The account is tax-favored (i.e., contributions to the account that would

otherwise be subject to tax under the laws of Korea are deductible or excluded

from the gross income of the account holder or taxed at a reduced rate, or

taxation of investment income from the account is deferred or taxed at a

reduced rate);

iii) Withdrawals are conditioned on meeting specific criteria related to the

purpose of the savings account (for example, the provision of educational or

medical benefits), except for certain specified circumstances prescribed by

law for bankruptcy, insolvency, unemployment, natural disasters, death,

medical condition, or because the individual moves outside of Korea or

penalties apply to withdrawals made before such criteria; and

iv) Annual contributions are limited to $50,000 or less, applying the rules set

forth in Annex I for account aggregation and currency translation.

b) An account maintained in Korea and established under the Comprehensive

Housing Subscription Savings (jutaek cheongyak jonghap jeochuk) as defined in

the Housing Act provided that withdrawals are conditioned on meeting specific

criteria related to the purpose of the account to purchase a home, except for

certain specified circumstances prescribed by law for bankruptcy, insolvency,

unemployment, natural disasters, death, medical condition, or because the

individual moves outside of Korea, and annual contributions to the account are

limited to $50,000 or less, applying the rules set forth in Annex I for account

aggregation and currency translation.

B. Certain Term Life Insurance Contracts. A life insurance contract maintained in Korea

with a coverage period that will end before the insured individual attains age 90, provided

that the contract satisfies the following requirements:

1. Periodic premiums, which do not decrease over time, are payable at least annually

during the period the contract is in existence or until the insured attains age 90,

whichever is shorter;

2. The contract has no contract value that any person can access (by withdrawal, loan, or

otherwise) without terminating the contract;

3. The amount (other than a death benefit) payable upon cancellation or termination of

the contract cannot exceed the aggregate premiums paid for the contract, less the sum

of mortality, morbidity, and expense charges (whether or not actually imposed) for

the period or periods of the contract’s existence and any amounts paid prior to the

cancellation or termination of the contract; and

4. The contract is not held by a transferee for value.

C. Account Held By an Estate. An account maintained in Korea that is held solely by an

estate if the documentation for such account includes a copy of the deceased’s will or

death certificate.

D. Escrow Accounts. An account maintained in Korea established in connection with any

of the following:

1. A court order or judgment.

2. A sale, exchange, or lease of real or personal property, provided that the account

satisfies the following requirements:

a) The account is funded solely with a down payment, earnest money, deposit in an

amount appropriate to secure an obligation directly related to the transaction, or a

similar payment, or is funded with a financial asset that is deposited in the

account in connection with the sale, exchange, or lease of the property;

b) The account is established and used solely to secure the obligation of the

purchaser to pay the purchase price for the property, the seller to pay any

contingent liability, or the lessor or lessee to pay for any damages relating to the

leased property as agreed under the lease;

c) The assets of the account, including the income earned thereon, will be paid or

otherwise distributed for the benefit of the purchaser, seller, lessor, or lessee

(including to satisfy such person’s obligation) when the property is sold,

exchanged, or surrendered, or the lease terminates;

d) The account is not a margin or similar account established in connection with a

sale or exchange of a financial asset; and

e) The account is not associated with a credit card account.

3. An obligation of a Financial Institution servicing a loan secured by real property to

set aside a portion of a payment solely to facilitate the payment of taxes or insurance

related to the real property at a later time.

4. An obligation of a Financial Institution solely to facilitate the payment of taxes at a

later time.

E. Partner Jurisdiction Accounts. An account maintained in Korea and excluded from the

definition of Financial Account under an agreement between the United States and

another Partner Jurisdiction to facilitate the implementation of FATCA, provided that

such account is subject to the same requirements and oversight under the laws of such

other Partner Jurisdiction as if such account were established in that Partner Jurisdiction

and maintained by a Partner Jurisdiction Financial Institution in that Partner Jurisdiction.

VI. Definitions. The following additional definitions shall apply to the descriptions above:

A. Reporting Model 1 FFI

. The term Reporting Model 1 FFI means a Financial Institution

with respect to which a non-U.S. government or agency thereof agrees to obtain and

exchange information pursuant to a Model 1 IGA, other than a Financial Institution

treated as a Nonparticipating Financial Institution under the Model 1 IGA. For purposes

of this definition, the term Model 1 IGA means an arrangement between the United

States or the Treasury Department and a non-U.S. government or one or more agencies

thereof to implement FATCA through reporting by Financial Institutions to such non-

U.S. government or agency thereof, followed by automatic exchange of such reported

information with the IRS.

B. Participating FFI

. The term Participating FFI means a Financial Institution that has

agreed to comply with the requirements of an FFI Agreement, including a Financial

Institution described in a Model 2 IGA that has agreed to comply with the requirements

of an FFI Agreement. The term Participating FFI also includes a qualified intermediary

branch of a Reporting U.S. Financial Institution, unless such branch is a Reporting Model

1 FFI. For purposes of this definition, the term FFI Agreement means an agreement that

sets forth the requirements for a Financial Institution to be treated as complying with the

requirements of section 1471(b) of the U.S. Internal Revenue Code. In addition, for

purposes of this definition, the term Model 2 IGA means an arrangement between the

United States or the Treasury Department and a non-U.S. government or one or more

agencies thereof to facilitate the implementation of FATCA through reporting by

Financial Institutions directly to the IRS in accordance with the requirements of an FFI

Agreement, supplemented by the exchange of information between such non-U.S.

government or agency thereof and the IRS.