INTERNATIONAL BANK FOR RECONSTRUCTION AND
                           DEVELOPMENT

                              BOARD OF GOVERNORS



                                   Resolution No. 337

                 Benefits of Executive Directors and their Alternates


RESOLVED:

   THAT changes in levels of benefit to reflect actual costs, or other minor modifications
to existing benefits that do not change the basic nature of such benefits, may be made
available to Executive Directors and their Alternates by the Executive Directors of the
Bank, provided that significant changes in existing benefits as well as new benefits be
considered by the Joint Committee on the Remuneration of Executive Directors and their
Alternates pursuant to Section 14(e) of the By-Laws of the Bank and not be made
available to Executive Directors and their Alternates until approved by the Board of
Governors.



                                                              (Adopted on July 20, 1979)