Aprobado/a por: Resolución Nº 587/014 de 28/10/2014 numeral 1.
                    ("Trustee of the Readiness Fund")

Whereas:

   A. The Participants Committee ("PC"), through its Resolution
      PC/14/2013/2, specified the criteria and the process by which
      Qualified Eligible RED) Countries may be selected into the Forest
      Carbon Partnership Facility ("FCPF");

   B. The Oriental Republic of Uruguay submitted a Readiness Preparation
      Proposal ("R-PP") to the Facility Management Team in July 2013, in
      accordance with Resolution PC/14/2013/2, and the R-PP was reviewed
      by a Technical Advisory Panel ("TAP"), and a working group
      consisting of PC members established for this purpose;

   C. At the sixteenth meeting of the PC, the Oriental Republic of
      Uruguay presented its RPP and was encouraged to resubmit its R-PP
      for formal assessment and consideration for selection at the
      seventeenth meeting of the PC;

   D. The Oriental Republic of Uruguay subsequently revised its R-PP, and
      the revised R-PP was reviewed by a TAP, and a working group
      consisting of PC members established for this purpose;

   E. The PC reviewed the revised R-PP in accordance with Section 11.1
      (b) of the Charter Establishing the FCPF ("Charter") at its
      seventeenth meeting, and acknowledged the extensive efforts made by
      the Oriental Republic of Uruguay, and the high quality of the R-PP;

   F. The PC, at its seventeenth meeting, selected the Oriental Republic
      of Uruguay into the FCPF as one of the Qualified Eligible REDD
      Countries; and

   G. Section 6.2(b) of the Charter provides that an Eligible REDD
      Country shall enter into a REDD Country Participation Agreement
      ("Participation Agreement") with the Trustee of the Readiness Fund
      to become a REDD Country Participant.

The Oriental Republic of Uruguay ("REDD Country Participant") and the
Trustee of the Readiness Fund enter into this Participation Agreement on
the terms and conditions set forth below:

Article 1     Definitions

   1.01 Capitalized terms hereinafter appearing in this Participation
        Agreement, but not otherwise defined, shall have the same meaning
        as that ascribed to them in the Charter or the relevant PC
        Resolution, and the terms set forth below shall have the following
        meanings:

        (a) "Agreement" or "Participation Agreement" means this
            participation agreement and the attachment attached hereto;

        (b) "Charter" means the Charter Establishing the Forest Carbon
            Partnership Facility, as amended from time to time; and

        (c) "Facility" or "FCPF" means the Forest Carbon Partnership
            Facility.

Article II     The Charter

   2.01 The parties to this Agreement agree to be bound by all the
        relevant provisions of the Charter attached hereto as Attachment 1
        and incorporated into this Participation Agreement by this
        reference.

Article III     Commitment

   3.01 The REDD Country Participant declares its commitment to revise
        its R-PP in accordance with Resolution PC/17/2014/7 and, subject
        to availability of funds, to implement the R-PP.

   3.02 Subject to availability of funds in the Readiness Fund and
        decision by the Trustee of the Readiness Fund, the Trustee of the
        Readiness Fund shall extend to the REDD Country Participant a
        grant(s) for assisting it to fulfill its obligations referred to
        in Section 3.01 of this Agreement.

   3.03 For the purpose of Sections 3.01 and 3.02 of this Agreement, the
        REDD Country Participant, immediately after execution of this
        Agreement, may enter into a Grant Agreement with the Trustee of
        the Readiness Fund, in which it will set forth, inter alia,
        timetable for implementation and conditions for disbursement of
        the grant.

Article IV     Representations by the REDD Country Participant

   4.01 The REDD Country Participant represents that it has:

        (a) All necessary power and authority to enter into this Agreement
            and to participate in the Facility; and

        (b) All necessary power and authority to duly authorize and
            execute this Agreement.

   4.02 The REDD Country Participant acknowledges that being a
        Participant in the Facility does not in any way guarantee that an
        Emission Reduction Program it proposes in accordance with Section
        6.4 (b) of the Charter and Emission Reductions generated from such
        program will be selected or purchased under the Carbon Fund of the
        Facility.

Article V     Amendment

   5.01 This Agreement may only be amended with the written consent of
        the parties hereto.

Article VI     Termination

   6.01 This Agreement may be terminated in accordance the relevant
        provisions of the Charter, including:

        (a) Termination of the Readiness Fund of the Facility in
            accordance with Article 22 of the Charter, in which case
            Section 24 (a) (iv) of the Charter shall apply; or

        (b) Withdrawal by the REDD Country Participant of its
            participation in the Facility in accordance with Section 6.6
            of the Charter, in which case Section 6.6 (b) and (c) of the
            Charter shall apply.

   6.02 Notwithstanding Section 6.01, this Agreement may be terminated by
        the Trustee of the Readiness Fund upon three (3) months prior
        written notice to the REDD Country Participant, in which case the
        participation in the Facility by the REDD Country Participant and
        its right in the Grant Agreement to receive the grant that has not
        been disbursed by the Trustee of the Readiness Fund, shall be
        terminated.

Article VII     Effectiveness

   7.01 This Agreement shall become effective on the date as of which it
        has been executed by the parties thereto.

Article VIII     Notice

   8.01 All communications shall be in writing (including facsimile
        communications), or by telephone (to be promptly confirmed in
        writing) or, in the case of communications to the REDD Country
        Participant, by electronic mail. Each communication will be made
        to the relevant person at the address, facsimile number, telephone
        number or electronic mail address, from time to time designated by
        that party to the others for that purpose. The address, facsimile
        number, telephone number and electronic mail address so designated
        are set out below:

REDD Country Participant:
Name:                Ministerio de Ganaderia, Agricultura y Pesca
Address:             Cerrito 318 primer piso
Attention:           Ing Agr. Pedro Soust-Director General Forestal
Telephone:           29151900 int 218
Facsimile:           29151900 int 219
Electronic Mail:     dforestal@mgap.gub.uy
                     psoust@mgap.gub.uy
Trustee:
Name:                International Bank for Reconstruction and
                     Development, as Trustee for the Readiness Fund of the
                     Forest Carbon Partnership Facility
Address:             1818 H Street, N.W. Washington, D.C. 20433 U.S.A.
Attention:           Fund Manager, Forest Carbon Partnership Facility
Telephone:           +1 (202) 458-4416
Facsimile:           +1 (202) 522-7432
Electronic Mail:     fcpfsecretariat@worldbank.org

PARTICIPANT:         ORIENTAL REPUBLIC OF URUGUAY
                     By: _______________________________
                            Authorized Representative
                     Name:
                     Title:
                     Date:

INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT, AS TRUSTEE OF
THE READINESS FUND OF THE FOREST CARBON PARTNERSHIP FACILITY

                      By: _________________________
                          Authorized Representative

                      Name:

                     Title:    Country Director

                      Date:
Ayuda