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                                                    CONFORMED COPY
                                              LOAN NUMBER 3367 MOR
              (Financial Sector Development Project)
                              between
                        KINGDOM OF MOROCCO
                                and
               INTERNATIONAL BANK FOR RECONSTRUCTION
                          AND DEVELOPMENT
                      Dated November 11, 1991
                                              LOAN NUMBER 3367 MOR
                        GUARANTEE AGREEMENT
      AGREEMENT, dated November 11, 1991, between KINGDOM OF MOROCCO
(the Guarantor) and INTERNATIONAL BANK FOR RECONSTRUCTION AND
DEVELOPMENT (the Bank).
      WHEREAS (A) the Guarantor and Banque Marocaine du Commerce
Exterieur (the Borrower), having been satisfied as to the feasibi-
lity and priority of the Project described in Schedule 2 to the Loan
Agreement, have requested the Bank to assist in the financing of the
Project;
      (B)   by the Loan Agreement of even date herewith between the
Bank and the Borrower, the Bank has agreed to extend to the Borrower
a loan in various currencies equivalent to nineteen million five
hundred thousand dollars ($19,500,000), on the terms and conditions
set forth in the Loan Agreement, but only on condition that the
Guarantor agree to guarantee the obligations of the Borrower in
respect of such loan and to undertake such other obligations as
provided in this Agreement; and
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      WHEREAS the Guarantor, in consideration of the Bank's entering
into the Loan Agreement with the Borrower, has agreed so to
guarantee such obligations of the Borrower and to undertake such
other obligations;
      NOW THEREFORE the parties hereto hereby agree as follows:
                             ARTICLE I
                  General Conditions; Definitions
      Section 1.01. The "General Conditions Applicable to Loan and
Guarantee Agreements" of the Bank, dated January 1, 1985, with the
modifications set forth in Loan Agreement (the General Conditions),
constitute an integral part of this Agreement.
      Section 1.02. Unless the context otherwise requires, the
several terms defined in the General Conditions and in the Preamble
to, and Section 1.02 of, the Loan Agreement have the respective
meanings therein set forth.
                             ARTICLE II
                             Guarantee
      Section 2.01. The Guarantor declares its commitment to the
objectives of the Project as set forth in Schedule 2 to the Loan
Agreement, and, to this end, hereby unconditionally guarantees, as
primary obligor and not as surety merely, the due and punctual
payment of the principal of, and interest and other charges on, the
Loan, and the premium, if any, on the prepayment of the Loan, all as
set forth in the Loan Agreement.
                            ARTICLE III
                          Other Covenants
      Section 3.01. The Guarantor shall at all times maintain the
Foreign Exchange Risk Coverage Scheme in respect of the Loan.
                            ARTICLE IV
            Representative of the Guarantor; Addresses
      Section 4.01. The Minister of Finance of the Guarantor is
designated as representative of the Guarantor for the purposes of
Section 11.03 of the General Conditions.
      Section 4.02. The following addresses are specified for the
purposes of Section 11.01 of the General Conditions:
      For the Guarantor:
            Ministcre des Finances
            Quartier Administratif
            Avenue Moahmmed V
            Rabat
            Kingdom of Morocco
                                          Telex:
                                            36936
            For the Bank:
            International Bank for
              Reconstruction and Development
            1818 H Street, N.W.
            Washington, D.C. 20433
            United States of America
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            Cable address:                Telex:
                  INTBAFRAD                  197688 (TRT),
                  Washington, D.C.           248423 (RCA),
                                              64145 (WUI) or
                                              82987 (FTCC)
      IN WITNESS WHEREOF, the parties hereto, acting through their
duly authorized representatives, have caused this Agreement to be
signed in their respective names in the District of Columbia, United
States of America, as of the day and year first above written.
                  KINGDOM OF MOROCCO
                  By /s/ Moahmmed Belkhayat
                                         Authorized Representative
                  INTERNATIONAL BANK FOR
                    RECONSTRUCTION AND DEVELOPMENT
                  By /s/ Willi Wapenhans
                                           Regional Vice President
                              Europe, Middle East and North Africa