OFFICIAL
DOCUMENTS
The World Bank                                  1818 H Street N.W.     (202) 473-1000
INTERNATIONA.L BANK FOR RECONSTRUCTION AND DEVELO'MENT  Washington, D.C. 20433  Cable Address: INTBAFRAD
INTERNATION.L DEVELOPMENT ASSOCIATION           U.S.A.                 Cable Address: INDEVAS
Date:
R. Douglas Rogers
Vice President
-lalth, Environme-it, Safety L Security
0arathon Oil Comiany
P.O. Box 3128
-louston, TX 77253-3128
USA
Withdrvwal from ihe Multi-Donor Trust Fund for the Global Gas
Flaring Reductio q Public-Private Partnership (TF No. 050954)
D-)ear Mr. Rogers:
L.    We refer tc the Amended and Restated Agreement, dated November 13, 2009,
(he "Agreement"), between Marathon Oil Company (the "Contributor") and the
International Bank for ReconAtruction and Development ("IBRD") and the International
Development Association (*TA" and together with IBRD, the "Bank") concerning the
Multi-Donor Trust Fund for the G obal Gas Flaring Reduction Public-Private Partnership
iTF No.050954) (the "Trust Fund"). Capitalized terms used but not defined in this letter
have the meanings given to th:m in the Agreement.
2. Pursuant to your communization dated October 10, 2012, informing the Bank of
your desire to withdraw from he Trust Fund, it is agreed that:
Ia)   In accordance with paiagraph 7.2 of Annex 2 of the Agreement, the Contributor's
pro rata share of any uncomtr ittec balance of the Trust Fund is cancelled effective as of
ihe- date of countersignature b:/ the Contributor of this letter ("Cancellation Date").
)   Notwithstanding paragraphs 7.2 and 7.3 of the Agreement, the Contributor hereby
?naives any rights to receive () its pro-rata share of any remaining uncommitted balance
,f the Trust Fund as of the CancIlation Date; (ii) its pro-rata share of any remaining
1alance of the Trust Fund as Df the final end-disbursement date; and (iii) any funds that
ihe Contributor mz.y be entitled to receive after the end-disbursement date of the Trust
!und. In addition, the Contributor hereby instructs the Bank to transfer to IDA, as part of
1 contribution to the resources of the Association, any funds under (ii) and (iii) that may
: come available.


(c)   As of the Cancellatio  Date, the Contributor shall have no further rights with
respect to the Trust Fund incl iding no rights to participate in any applicable governance
arangements of the Trust Fund, and the Bank shall have no further obligations to the
Contributor under tie Agreem-nt, ncluding no obligation to provide financial or progress
reports.
3.    The Bank will disclos. this letter and related information on this Trust Fund in
accordance with the World 3anl Policy on Access to Information. The Contributor
hereby consents to :he disclosure of this letter and related information on this Trust Fund.
Please conf rm your agreerent to the foregoing, on behalf of the Contributor, by
s gning, dating, and returning o us the enclosed copy of this letter.
Sincerely,
INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT
INTERNATIONAL DEVELOPMENT ASSOCIATION
S. Vijay yer
Direct r
Department of Sustainable Energy (SEG)
CONFIRMED AND AGREED:
MARATHON OIL COMPANY
Date:  -127- 2q
R. Douglas Rogers
Vice President
Health, Environment, Safoty & Security