Page 1 Tel: 009722 2366500, Fax: 009722 2366543 7KH\03:RUOG\03%DQN INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT INTERNATIONAL DEVELOPMENT ASSOCIATION Mariam Sherman, Director P.O. Box 54842, Jerusalem Tel (Office): 02-236-6500 Fax (Office): 02-236-6543 msherman@worldbank.org CONFORMED COPY March 22, 2011 H.E. Salam Fayyad, Prime Minister and Minister of Finance Palestinian National Authority West Bank and Gaza Email: mofird@palnet.com Subject: West Bank and Gaza - Electric Utility Management Project (TF092336) Amendment to the Trust Fund Grant Agreement Excellency: We refer to the Trust Fund Grant Agreement for the Electric Utility Management Project (TF092336-GZ) between the Palestinian Liberation Organization (for the benefit of the Palestinian Authority) and the International Development Association acting as administrator of the Trust Fund for Gaza and West Bank (Association) dated June 30, 2008 (Trust Fund Grant Agreement) and to your letter dated February 3, 2011 requesting an amendment to the Trust Fund Grant Agreement. We are pleased to inform you that the Association has acceded to your request and propose to amend paragraph 2 of Section IV.B of Schedule 2 to the Trust Fund Grant Agreement as follows: “2. For the purposes of the table in Part A of this Section, the term “Initial Start- up and Operating Expenditures” means expenditures incurred on account of the Project for payments of salaries (excluding salaries of civil servants of the Palestinian Authority), expenses of the PERC and PETL Board members associated with their respective Board meetings (starting with the first meeting of the respective Board), rental of office space and maintenance, utility charges, vehicle maintenance and insurance, fuel, office supplies, communications services, travel expenses, registration -, legal - and start-up fees, training, including workshops and study tours, Project awareness campaign, advertisement, translation, interpretation, editing, and other miscellaneous costs directly associated with the Project implementation all based on periodic budgets acceptable to the World Bank.” Please confirm your agreement to the above amendment by signing and returning to us one fully executed original of this Amendment Letter, and retaining one original for your records. This amendment will become effective as of the date of Page 2 -2- the countersignature upon receipt by the Association of the copy of this Letter countersigned by you. Sincerely, INTERNATIONAL DEVELOPMENT ASSOCIATION /s/ Mariam Sherman Country Director West Bank and Gaza AGREED: PALESTINIAN LIBERATION ORGANIZATION (for the Benefit of the Palestinian Authority) By: /s/ Salam Fayyad Name: Salam Fayyad Title: Prime Minister and Minister of Finance Date: March 24, 2011 Page 3 -3-