Unofficial Translation] DEED OF TRUST signed on February 18, 2010 Between:

Exhibit
4.38
[Unofficial
Translation]

DEED OF
TRUST
signed
on February 18, 2010

Between:

BLUE
SQUARE – ISRAEL LTD.
2 Ha’amal
Street, Sibel Industries, Rosh Ha’ayin
Tel.:
00-0000000;  fax: 00-0000000
(hereinafter:
“the
Company”)
of the one
part

And:

HERMETIC
TRUST (1975) LTD.
of 000
Xxxxxxxx Xxxxxx, Xxx Xxxx
Tel.:
00-0000000;  fax: 00-0000000
(hereinafter:
“the
Trustee”)
of the other
part

            WHEREAS

            On
      February 18, 2010 the board of directors of the Company approved the
      publication of a shelf prospectus (hereinafter: “the Prospectus” or
      “the Shelf
      Prospectus”) pursuant to which the Company may, inter alia, issue up to
      5 series of Debentures (Series C to Series G) which are not convertible
      into shares of the Company and up to 3 series of Debentures (Series H to
      J) which are convertible into shares of the Company (hereinafter
      collectively: “the
      Debentures”) to the public in Israel in the framework of shelf
      offering reports; and

            WHEREAS

            The
      Trustee is a company limited by the shares which was duly incorporated in
      Israel and whose object is to engage in trusteeships;
  and

            WHEREAS

            The
      Trustee declares that there is no impediment according to the law (as
      defined below), or any other rule or law, to its entering into this Deed
      of Trust with the Company and that it meets the requirements and
      conditions of qualification specified in the Law (as defined below) to
      serve as a trustee in accordance with this Deed of Trust;
    and

            WHEREAS

            The
      Trustee has no material interest in the Company, and the Company has no
      personal interest in the Trustee;
and

            WHEREAS

            The
      Company declares that there is no impediment according to any law to its
      contracting with the Trustee under this Deed of Trust;
  and

1

            WHEREAS

            The
      Company has made a request to the Trustee that subject to the issue to the
      public in Israel of a series forming part of the series of Debentures,
      that the Trustee serve as trustee for the holders of Debentures that will
      be issued in this framework, and the Trustee has agreed thereto, all
      subject to and in accordance with the terms and conditions of this Deed of
      Trust, subject to the condition that at the time of offering by the
      Company of the Debentures the Company and the Trustee will examine a
      possibility of the Trustee serving as a trustee for the series of
      Debentures offered, coupled with examining the existence or absence of a
      conflict of interest between holders of the relevant series, with this
      being in accordance, inter alia, with the
      terms and conditions of this Deed of Trust, the directives of the
      Securities Authority and/or the law which applies at such time;
      and

            WHEREAS

            The
      Trustee agrees to sign this Deed of Trust and to act as trustee for the
      debenture holders;

Now
therefore it is agreed, declared and stipulated by the parties as
follows:

            1.

            Preamble,
      interpretation and
definitions

            1.1

            The
      preamble to this Deed of Trust and the appendices hereto constitute an
      integral part hereof.

            1.2

            The
      division of this Deed of Trust into clauses and to the insertion of
      headings to the clauses has been done for reasons of convenience and as
      place-finders only, and no use shall be made thereof for purposes of
      interpretation.

            1.3

            Everything
      stated in this deed in the plural shall also include the singular, and
      vice versa,
      everything in the masculine gender shall also include the feminine, and
      vice versa, and
      any words importing a person shall also include a body corporate, provided
      that there is no other express and/or implied provision in this deed
      and/or if the contents or the context thereof otherwise
      dictate.

            1.4

            In
      every case of a conflict between the Deed of Trust and the documents which
      accompany it, the provisions of the Deed of Trust shall
      prevail.  In every case of a conflict between the provisions
      described in the Prospectus in connection with this deed and/or the
      Debentures, the provisions of this deed shall
  prevail.

            1.5

            In
      this Deed of Trust the following expressions will have the meanings set
      opposite them, unless a different meaning is to be inferred from the
      content or the context thereof;

              “The
      Company”

              Blue
      Square – Israel Ltd.;

              “This deed” or “the Deed of
      
Trust”

              This
      Deed of Trust including the addenda and appendices attached hereto which
      form an integral part
hereof;

2

              “The
      Trustee”

              The
      Trustee mentioned at the head of this deed and/or any entity that may from
      time to time serve as Trustee for the debenture holders pursuant to this
      deed;

              “Shelf
      Prospectus”

              The
      Company’s Shelf Prospectus which is due to be published in February
      2010;

              “Offering
      report” or
      “shelf 
offering
      report”

              The
      offer of the Debentures of any of the series in accordance with the Shelf
      Prospectus, which is made by way of an offering report in accordance with
      the provisions of Section 23 of the Law (as defined below), in which all
      the special particulars relating to such offering shall be completed,
      including the composition of the units offered, in accordance with the
      provisions of any law and in conformity with the regulations and
      directives of the Stock Exchange, as in force for the time
      being;

              “The
      Law”

              The
      Securities Law, 5728-1968 and the regulations made pursuant thereto, as in
      force from time to time;

              “Register”

              The
      register of debenture holders as referred to in Clause 24 of this
      deed;

              “Stock
      Exchange”

              The
      Tel Aviv Stock Exchange Ltd.;

              “Principal”

              The
      par value of the Debentures of the relevant
  series;

              “Special
      resolution”

              A
      resolution passed by a general meeting of debenture holders of the
      relevant series, at which the holders of at least fifty percent (50%) of
      the balance of the par value of the Debentures of that series in
      circulation, were personally present or represented by proxy, or at an
      adjourned meeting at which the holders of at least ten percent (10%) of
      the aforesaid balance were personally present or represented by proxy, and
      which resolution was passed (whether at the original meeting or at the
      adjourned meeting) by a majority of at least seventy-five percent (75%) of
      all the votes of the persons participating in the votes, excluding
      abstentions;

3

              “The
      nominee company”

              Bank
      Hapoalim Nominee Company
Ltd.;

              “Series
      of Debentures” or “the
      relevant series”

              Series
      of registered debentures which will be called Series C to G and/or Series
      H to J of the Company’s Debentures, on a basis that each of these series
      of Debentures will have an aggregate par value of up to NIS 1,500,000, the
      conditions of each of which being in accordance with the debenture
      certificate of such series and the first offering report of the Debentures
      of that series, which will be issued by the Company from time to time in
      its sole discretion;

                “The debenture
      holders” and/or “holders
      of the Debentures”
 and/or “the
      holders”

                Any
      person who holds the
Debentures;

              “Trading
      day”

              Any
      day on which transactions are executed on the Tel Aviv Stock Exchange
      Ltd.;

              “Stock
      Exchange Clearing 
House”

              The
      clearing house of the Tel Aviv Stock Exchange
  Ltd.;

                “Rating
      company” 

                A
      rating company which has been approved by the Supervisor of the Capital
      Market at the Ministry of
Finance;

            2.

            General

            2.1

            Unless
      otherwise expressly stated, the contents of this deed will apply
      separately to each of the series of Debentures of Series C to G and of
      Series H to J which may be issued pursuant to the Shelf Prospectus, and
      this Deed of Trust shall be deemed to have been signed separately for each
      series forming part of the aforesaid series of
  Debentures.

            2.2

            Unless
      otherwise expressly stated in this Deed of Trust, the issue of any of the
      series of the Debentures mentioned in this Deed of Trust is not dependent
      on another series.  Each series forming part of the series of
      Debentures is separate and independent from the other series of Debentures
      that might be issued pursuant to the Shelf Prospectus, and the reference
      in this Deed of Trust to the series of Debentures shall be in relation to
      each series separately without being connected to the other series of
      Debentures.

4

            3.

            Issue
      of Debentures

            3.1

            The
      Company may in its sole discretion, subject to the publication of a shelf
      offering report, issue up to 5 series of registered Debentures (Series C
      to G) where each of the series of Debentures will have a total par value
      of up to NIS 1,500,000,000, repayable (principal) in one payment or in
      several equal payments which shall not exceed four quarterly payments per
      annum as shall be particularized in the first offering report, and will be
      paid on each of the dates, as shall be particularized in the offering
      report pursuant to which each of the aforesaid series of Debentures is
      first issued (“Debentures
      of Series C to G”).  The linkage basis (or absence of
      linkage) and the type of interest (or absence of interest) which the
      principal of the Debentures of any of the aforesaid series that may be
      issued will bear will be specified in the offering report pursuant to
      which these Debentures are first issued.  For particulars
      regarding the linkage bases for the Debentures of Series C to G, that are
      possible under the Shelf Prospectus, and for particulars regarding the
      possible types of interest pursuant to the Shelf Prospectus, see
      Paragraphs 3.1.3 and 4 of the conditions appearing on the reverse side of
      the Debentures (Series C to G), respectively.  The rate of
      interest which the principal of the Debentures of each of the aforesaid
      series that may be issued in accordance with the Shelf Prospectus, or the
      margin above or below the base interest which the principal of the
      Debentures of each of the aforesaid series will bear, or the absence of
      interest which the principal of the Debentures of each of the aforesaid
      series will bear, as the case may be, will be particularized in the
      offering report pursuant to which these Debentures are first offered, or
      will be fixed in a tender pursuant to which the first offering thereof
      will be made.  The interest, if any, on the principal of the
      Debentures of Series C to G will be paid in a number of payments which
      shall not exceed four quarterly payments per annum, as will be
      particularized in the offering report pursuant to which these Debentures
      are first offered.  The times and the number of payments of
      principal, the linkage basis (or absence of linkage), the type of
      interest, the rate of interest or the manner of determining it and the
      times for payment of the interest (or the absence of interest) of
      Debentures of Series C to G, as will be particularized in the offering
      report pursuant to which the aforesaid series of Debentures are first
      offered, will be decided by the Company immediately prior to the first
      offering of the Debentures of the relevant series (“First Offering of Debentures
      of Series C to G”).  For further details see also
      Paragraph 3, 4 and 5 of the conditions on the reverse side of the
      Debentures (Series C to G).

5

            3.2

            In
      addition the Company may in its sole discretion, subject to the
      publication of a shelf offering report, issue up to 3 series of registered
      Debentures (Series H to J), on a basis that each of the series of
      Debentures will be to an aggregate par value of up to NIS 1,500,000,000,
      repayable (principal) in one payment or in several equal payments which
      shall not exceed four quarterly payments per annum, as shall be
      particularized in the first offering report, and which will be paid on
      each of the dates, as will be particularized in the offering report
      pursuant to which each of the aforesaid series of Debentures is first
      offered (“the Debentures
      of Series H to J”).  The linkage basis (or absence of
      linkage) and the type of interest (or absence of interest) which the
      principal of the Debentures of each of the aforesaid series that will be
      issued will bear will be particularized in the offering report pursuant to
      which these Debentures are first issued.  For details of the
      linkage bases of the Debentures of Series H to J that are possible under
      the Shelf Prospectus, and for particulars of the possible types of
      interest pursuant to the Shelf Prospectus, see Paragraphs 3.1.3 and 4 of
      the conditions appearing on the reverse side of the Debentures (Series H
      to J), respectively.  The rate of interest which the principal
      of the Debentures of each of the aforesaid series that may be issued in
      accordance with the Shelf Prospectus will bear, or the margin above or
      below the base interest which the principal of the Debentures of each of
      the aforesaid series will bear, or the absence of interest which the
      principal of the Debentures of each of the aforesaid series will bear, as
      the case may be, will be particularized in the offering report pursuant to
      which these Debentures are first offered.  The interest, if any,
      on the Debentures of each of the aforesaid series will be paid in a number
      of payments which shall not exceed four quarterly payments per annum and
      which will be particularized in the offering report pursuant to which
      these Debentures are first offered.  The times and number of
      payments of principal, the linkage basis (or absence of linkage), type of
      interest, the rate of interest or the manner for fixing it and the dates
      of payment of the interest (or absence of interest) of the Debentures of
      Series H to J, as will be particularized in the offering report pursuant
      to which each of the aforesaid series is first offered, will be fixed by
      the Company immediately prior to the first offering of the Debentures of
      the relevant series (“First Offering of Debentures
      of Series H to J”).  Debentures of Series H to J will be
      convertible into ordinary shares of the Company of NIS 1 par value each,
      on any trading day commencing from the date of the listing of these
      Debentures for trading on the Stock Exchange and up to a number of days
      before the end of the period of the Debentures of that series, except a
      number of days before the effective date for partial redemption in
      accordance with the Stock Exchange directives, as in force on the date of
      the offering report, as defined in Clause 1.6 above, and up to the date
      partial redemption is made, at a conversion price that shall not be less
      than the par value of the ordinary shares at the date of the first
      offering report of Debentures of Series H to J (subject to adjustments as
      stated in Paragraph 6.3 of the conditions appearing on the reverse side of
      the Debenture (Series H to J), in such manner and on such conditions as
      will be particularized in the first offering report of the Debentures of
      each of the aforesaid series, in accordance with the fixing of such
      details by the Company immediately prior to the first offering of the
      Debentures of the relevant series.  For further particulars see
      also Paragraphs 3, 4, 5 and 6 of the conditions appearing on the reverse
      side of the Debenture (Series H to
J).

6

            3.3

            Enlargement of the
      series

            The
      Company may at any time and from time to time, in its sole discretion,
      without the necessity for the consent of the debenture holders or the
      Trustee, or for the giving of notice to any of them to that effect,
      including a related corporation as defined in Clause 4.2 below, and in
      accordance with the provisions of any law, issue additional debentures of
      any series (whether by private placement or by an offering to the public)
      the conditions of which shall be identical to the conditions of the
      Debentures of the same class which have been issued, at such price and on
      such conditions as it deems fit, and this deed shall also apply with
      respect to any such additional Debentures that may be issued by the
      Company, and the status of the additional Debentures from the date of
      their issue shall, mutatis mutandis as the
      case may be, be the same as the Debentures issued in this
      issue.  The Trustee shall serve as trustee for the Debentures of
      the relevant series as may be in circulation from time to time, also in
      the case of an enlargement of a series, and the Trustee’s consent to
      serving as aforesaid for the enlarged series shall not be
      required.  For the removal of doubt, holders of the additional
      Debentures referred to above in this clause will not be entitled to
      interest in respect of interest periods which ended prior to the date of
      their issue.  Notwithstanding the foregoing, in a case in which
      the series of Debentures is rated – the enlargement of the series shall be
      made subject to obtaining prior approval from the rating company to the
      effect that the enlargement of the series as aforesaid will not adversely
      affect the rating of the Debentures as applies at such time.  In
      the case of an enlargement of a series of Debentures of the relevant
      series, the Trustee will have the right to demand an increase in its
      remuneration, proportionate to one-half of the extent of the enlargement
      of the series (50%), and the Company, by contracting under this deed,
      gives its consent in advance to such increase in the Trustee’s
      remuneration.

            The
      Debentures (Series C to G) and the Debentures (Series H to J) may be
      issued at their par value, at a discount or at a
  premium.

Should
the discount rate that will be fixed for the Debentures of any series as a
consequence of the enlargement of a series of Debentures of that series differ
from the discount rate of the Debentures of the same existing series in
circulation for the time being (if any), the Company will apply to the Taxes
Authority, shortly before the enlargement of the series of Debentures, in order
to obtain its approval that for purposes of deduction of tax at source from the
discount charges in respect of the aforesaid Debentures, a uniform discount rate
will be fixed for the aforesaid Debentures according to a formula which weights
the different rates of discount in such series, if any.

In the
event of receiving such approval, the Company shall calculate the weighted
discount rate in respect of all the Debentures of that series, and shall publish
an immediate report shortly before the enlargement of the series in regard to
the weighted uniform discount rate and shall deduct tax on the dates of payment
of the aforesaid Debentures, according to such weighted discount rate and in
accordance with the provisions of the law.  If such approval is not
received, the Company shall give notice in an immediate report, shortly after
receipt of the Taxes Authority’s notice and prior to enlargement of the series
about the non-receipt of such approval and that the uniform discount rate will
be the highest discount rate created in respect of the Debentures of that
series.  The Company shall deduct tax at source in respect of the
payment of Debentures of that series in accordance with the discount rate that
will be reported as aforesaid.

7

Accordingly,
situations are likely in which the Company will deduct tax at source in respect
of discount charges at a higher rate than the discount charges that were fixed
for anyone who held Debentures of that series prior to the enlargement of the
aforesaid series.  In such case a taxpayer who held Debentures of that
series, before the enlargement of the series and until repayment of the
aforesaid Debentures, will be entitled to submit a tax return to the Taxes
Authority and to receive a refund of the tax that was deducted from the discount
charges, if he is entitled to such refund according to law.

            3.4

            Issue of additional
      securities

            The
      Company may at any time and from time to time (whether by private
      placement or by an offering to the public) and in its discretion, and
      without the necessity for the consent of the debenture holders or the
      Trustee or the giving of notice to any of them about this, including a
      related corporation as defined in Clause 4.2 below, issue debentures of a
      different class or other series of debentures or other securities of any
      sort, with or without ancillary rights for the purchase of shares of the
      Company, under conditions of interest, linkage, collateral security,
      repayment, and other conditions as the Company shall see fit, whether such
      conditions are more favorable than the conditions of the Debentures, or
      are equal or inferior thereto.

            4.

            Purchase
      of Debentures by the Company and/or by a related
      corporation

            4.1

            The
      Company reserves the right to buy Debentures of the series of Debentures
      at any time and from time to time at such price as it deems fit, without
      prejudice to the obligation for repayment of the Debentures that will be
      held by others apart from the Company.  Debentures that will be
      bought by the Company will be cancelled upon their purchase and will be
      delisted, and the Company will not be entitled to reissue
      same.  In the event of the purchase of Debentures by the Company
      as aforesaid, the Company will give notice to that effect to the Trustee
      shortly after the purchase and shall also lodge an immediate report to
      that effect.  Where the Debentures are bought as aforesaid by
      the Company in the course of trading on the Stock Exchange, the Company
      will apply to the Stock Exchange Clearing House with a request to withdraw
      the certificates.

            4.2

            Any
      subsidiary of the Company and/or company under its control and/or the
      controlling shareholder in the Company (directly or indirectly) or a
      company under the control of the controlling shareholder in the Company
      (apart from a company with respect to which the contents of Clause 4.1
      above apply) (hereinafter: “Related Corporation”)
      will be entitled to buy and/or to sell Debentures of any series of
      Debentures at any time and from time to time, including by way of an issue
      by the Company.  The Debentures that will be held as aforesaid
      by a Related Corporation will be deemed to be an asset of the Related
      Corporation, same will not be delisted and will be transferable in the
      same way as the other Debentures of the Company (subject to the provisions
      of the Deed of Trust and the Debenture).  For purposes of
      holding a meeting of debenture holders the provisions of the Second
      Schedule to the Deed of Trust [shall apply].  In the case of
      buying and/or selling of Debentures by such Related Corporation, the
      Company will give notice to that effect to the Trustee shortly after the
      purchase and/or sale as aforesaid and will also lodge an immediate report
      to that effect.  In addition, for purposes of a quorum and in
      the counting of the persons who vote at general meetings of the debenture
      holders, the contents of the provisions of the Second Schedule to this
      deed shall apply.

8

            4.3

            Nothing
      contained in this Clause 4 shall in itself oblige the Company or the
      debenture holders to buy Debentures or to sell the Debentures held by
      them.

            5.

            The
      Company’s obligations

The
Company hereby undertakes to pay all amounts of principal, interest (including
penalty interest as defined in Paragraph 5.3 of the conditions appearing on the
reverse side of the Debenture, if and to the extent that it applies) and linkage
differences which are payable in accordance with the conditions of the
Debentures, to the extent that same are payable, and to comply with all the
remaining conditions and obligations that are imposed on it in accordance with
the terms and conditions of the Debentures and according to this
deed.  In every case in which the date of payment on account of an
amount of principal and/or interest falls on a day which is not a business day,
the due date for payment will be postponed to the immediately following next
business day, without any additional payment, interest or linkage.

            6.

            Collateral
      security

            6.

            The
      Debentures of Series C to G and of Series H to J may or may not be secured
      by collateral security, by any encumbrances or in any other
      manner.  Particulars regarding the mechanism for securing the
      Debentures of Series C to G and of Series H to J, in the event that they
      are secured by collateral, any encumbrances or in any other manner, will
      be published in the framework of the first shelf offering report of each
      of the series of Debentures and in the scope of an addendum to the Deed of
      Trust which will be signed between the Company and the
      Trustee.  In such case the Trustee will be entitled to extra
      remuneration as shall be fixed between it and the
  Company.

            6.2

            For
      the removal of doubt it is clarified that there shall be no obligation on
      the Trustee to examine, and in practice the Trustee has not examined, the
      necessity for providing collateral security to secure the payments to the
      debenture holders.  The Trustee was not requested to perform,
      and in practice the Trustee has not performed, an economic, accounting or
      legal due diligence examination in regard to the state of business of the
      Company or the subsidiaries.  By its entering into this Deed of
      Trust and by its consent to serve as trustee for the debenture holders,
      the Trustee is not expressing its opinion, expressly or impliedly, in
      regard to the Company’s ability to meet its obligations to the debenture
      holders.  Nothing in the foregoing shall derogate from the
      Trustee’s duties and obligations according to any law and/or the Deed of
      Trust, nor does it derogate from the Trustee’s duty and obligation (to the
      extent that such duty is imposed on the Trustee according to any law) to
      examine the impact of changes in the Company from the date of the issue
      onwards, to the extent that such changes could have an adverse effect on
      the Company’s ability to meet its obligations to the debenture
      holders.

9

            6.3

            The
      Company may, from time to time, sell, encumber, lease under leasehold,
      assign, make over or otherwise transfer or dispose of its property, in
      whole or in part, without the necessity for obtaining approval from the
      Trustee or the debenture holders, and the Company is not obliged to notify
      the Trustee in regard to the creation of any encumbrance over its
      assets.

            7.

            Priority
      ranking

All the
Debentures that may be offered shall rank pari passu with one another
in regard to the amounts due in respect thereof, without any debenture having
precedence or priority over another.

            8.

            Right
      to make Debentures immediately due and
  payable

            8.1

            On
      the occurrence of one or more of the events mentioned below in this
      clause, the provisions of Clause 8.2 will apply, as the case may be
      –

            8.1.1

            If
      the Company does not pay any amount that is due from it in connection with
      the Debentures within 45 days after the due date of payment thereof has
      arrived.

            8.1.2

            If
      a permanent or final liquidation order is granted by the court in respect
      of the Company.

            8.1.3

            If
      a provisional liquidation order is granted by the court, or if a valid
      resolution is passed for the winding-up of the Company (apart from a
      winding-up for purposes of a merger with another company and provided that
      the absorbing company has assumed the Company’s full obligations to the
      debenture holders) and such order or resolution has not been set aside or
      rescinded within 60 days from the date on which the order was given or the
      resolution passed, as the case may be, provided that this has the effect
      of endangering the possibility of payment of any amount due from the
      Company in accordance with the
Debentures.

            8.1.4

            If
      an attachment is imposed on the Company’s assets, in whole or in part, and
      the attachment is not removed within 60 days from the date on which it was
      imposed, provided that this has the effect of endangering the possibility
      of payment of any amount that may be due from the Company in accordance
      with Debentures.

10

            8.1.5

            If
      an Execution Office operation is executed against some or all of the
      Company’s assets, and such action is not rescinded or set aside within 60
      days from the date on which it was performed, provided that this has the
      effect of endangering the possibility of payment of any amount that may be
      due from the Company in accordance with the
  Debentures.

            8.1.6

            If
      a permanent receiver is appointed for the Company and/or its assets, in
      whole or in part.

            8.1.7

            If
      a provisional receiver is appointed for the Company and/or for its assets,
      in whole or in part, and the appointment is not set aside within 60 days,
      provided that this has the effect of endangering the possibility of
      payment of any amount that may be due from the Company in accordance with
      the Debentures.

            8.1.8

            If
      the Company ceases, or gives notice of its intention to cease, its
      payments, or if it ceases, or gives notice of its intention to cease,
      conducting its business as same applies from time to
  time.

            8.1.9

            If
      a stay of execution order is granted or if an application has been filed
      by the Company for the making of an arrangement with creditors of the
      Company pursuant to Section 350 of the Companies Law, 5759-1999 (except
      for purposes of a merger with another company and/or a change in the
      Company’s structure).

            8.1.10

            If
      a genuine fear exists that the Company will cease making its payments or
      that the Company will, for reasons of insolvency, discontinue its
      business.

            “The Company’s assets”
      mean: assets owned by the Company the value of which exceeds 75% of the
      Company’s consolidated equity, according to its last consolidated
      financial statements that were
published.

            It is clarified that if any
      particular series of Debentures is rated, a cessation of rating or a
      reduction of rating will not confer on the holders a right to make the
      Debentures of the relevant series immediately due and
      payable.

            8.2

            On
      the occurrence of any of the events mentioned in Clause 8.1 above, and in
      accordance with the provisions contained in the sub-clauses thereof, the
      following provisions shall apply:

            8.2.1

            On
      the occurrence of any of the events referred to in Clauses 8.1.1 – 8.1.9
      (above), the Trustee will be entitled to call a meeting of the debenture
      holders; or

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            8.2.2

            On
      the occurrence of the event mentioned in Clause 8.1.10 above, the Trustee
      shall be entitled (but not obliged), and each of the debenture holders
      (without reference to the extent of his holdings of Debentures), will be
      entitled to call a meeting of the debenture
  holders.

            8.2.3

            The
      date for convening of the meeting, which will be called in accordance with
      the provisions of Clauses 8.2.1 or 8.2.2 above, shall be after 30 days
      from the date on which it was called (or a shorter period in accordance
      with the provisions of Clause 8.2.6 below), the agenda of which shall
      contain a resolution regarding the making of the entire unpaid balance of
      the Debentures (of the relevant series) immediately due and payable, by
      virtue of the occurrence of any of the events described in Clause 8.1
      above.  The Trustee’s action shall be performed in the aforesaid
      instances without delay and at the first possible reasonable
      time.  In the notice calling the meeting it shall be specified
      that if the Company causes the cancellation and/or stoppage of the event
      mentioned in Clause 8.1 above by virtue of which the meeting has been
      called up to the time the meeting is convened, then the calling of the
      meeting of debenture holders as aforesaid will be cancelled.  It
      is clarified, that nothing in the foregoing shall prevent the Trustee from
      calling a meeting of debenture holders (Series C to G) and Debentures
      (Series H to J) at an earlier time, provided that the Trustee shall not be
      able to make the Debentures immediately due and payable, except subject to
      the times set forth in this Clause
8.2.

            8.2.4

            In
      a case in which any of the events mentioned in Clause 8.1 above has not
      been cancelled or removed up to the time of convening of the meeting, and
      the resolution of the meeting of debenture holders as mentioned in Clause
      8.2.3 above was passed by a special resolution (as defined in Clause 1.6
      above), the Trustee shall be obliged, within a reasonable time and as soon
      as possible, to make the entire unpaid balance of the Debentures of the
      relevant series immediately due and payable, provided that it has given
      the Company written warning notice of 15 days of its intention to do so,
      and the event by virtue of which the resolution was passed has not been
      cancelled or removed within such
period.

            8.2.5

            A
      copy of the notice calling such meeting shall be sent by the Trustee to
      the Company immediately upon publication of the notice and shall
      constitute prior written warning notice to the Company of the Trustee’s
      intention to act as aforesaid.

            8.2.6

            The
      Trustee may in its discretion shorten the period of 30 days aforesaid (as
      mentioned in Clause 8.2.3 above) and/or the aforesaid 15 days warning
      notice (mentioned in Clause 8.2.4 above) in the event that the Trustee is
      of the opinion that any delay in making the Company’s debt due and payable
      substantially endangers the rights of the debenture holders, but under no
      circumstances shall the Trustee do so without prior written reference to
      the Company setting forth the reasons for shortening the period and on
      condition that no reply satisfactory to the Trustee in this regard has
      been received from the Company within 2 business days from the date of the
      aforesaid notice.

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            8.2.7

            The
      Trustee shall notify the debenture holders of the occurrence of an event
      which constitutes grounds for making the Debentures immediately due and
      payable, after it has actually become aware of the fact.  Such
      notice shall be published as an immediate
  report.

            9.

            Claims
      and proceedings by the
Trustee

            9.1

            In
      addition to any provision as aforesaid as a right and independent
      authorization, the Trustee shall, without giving additional notice, take
      all such steps, including legal proceedings, as it deems fit and subject
      to the provisions of any law, for purposes of safeguarding the rights of
      the debenture holders.

            Nothing
      in the foregoing shall prejudice and/or derogate from the Trustee’s rights
      to commence legal and/or other proceedings also if the Debentures have not
      been made immediately due and payable, all of which is intended to
      safeguard the debenture holders and/or for purposes of the grant of any
      order in relation to the affairs of the trust, and subject to the
      provisions of any law.  Notwithstanding the contents of this
      Clause 9, it is clarified that the right to make the Debentures
      immediately due and payable shall only arise in accordance with the
      provisions of Clause 8 above and not pursuant to this Clause
      9.

            9.2

            The
      Trustee shall be obliged to act as stated in sub-clause 9.1 above if it is
      called upon to do so by special resolution passed at a general meeting of
      the debenture holders, unless it finds that in the circumstances of the
      matter it is not fair and/or is not reasonable to do so, and has applied
      to the appropriate court with an application to receive instructions on
      the subject at the first reasonable
opportunity.

            9.3

            The
      Trustee may, before taking proceedings as aforesaid, convene a meeting of
      the debenture holders in order for it to be decided by the holders by
      special resolution what steps should be taken to exercise their rights
      pursuant to this Deed.  The Trustee shall further be entitled to
      reconvene meetings of the debenture holders for purposes of obtaining
      instructions in regard to the conduct of such proceedings.  The
      Trustee’s action shall be taken in such cases without delay and at the
      first possible reasonable time.  For the avoidance of doubt it
      is clarified that the Trustee will not be entitled to delay the taking of
      steps as aforesaid in a situation in which the procrastination is likely
      to prejudice the rights of the debenture
  holders.

            9.4

            Subject
      to the provisions of this Deed of Trust, the Trustee shall be entitled,
      but not obliged, to call a general meeting of the debenture holders, at
      any time, in order to discuss and/or to receive instructions of the
      meeting on any matter pertaining to this Deed.  For the
      avoidance of doubt it is clarified that the Trustee will not be entitled
      to delay the calling of the meeting in a situation in which the
      procrastination is likely to prejudice the rights of the debenture
      holders.

13

            9.5

            Whenever
      the Trustee is obliged according to the terms and conditions of this Deed
      to perform any action, including the commencement of proceedings or the
      institution of claims on a demand by the debenture holders as stated in
      this clause, the Trustee shall be entitled to refrain from taking such
      action until it receives instructions from a meeting of the holders and/or
      instructions of a court to which the Trustee has applied, in its
      discretion, with an application for instructions in a situation in which
      it believes that there is a necessity for such
      instructions.  For the avoidance of doubt it is clarified that
      the Trustee will not be entitled to delay the taking of action or of such
      proceedings in a situation in which the procrastination is likely to
      prejudice the rights of the debenture holders, including in a case of the
      taking of proceedings for making the Debentures immediately due and
      payable as decided by a meeting of the debenture holders in accordance
      with Clause 8 above, and subject to the instructions
    thereof.

            10.

            Trust
      over receipts

All the
receipts that will be received by the Trustee, save and except its remuneration
and payment of any debt to it in any manner, including, without limitation, as a
result of proceedings it may take, if any, against the Company, shall be held by
it in trust and shall be used by it for the objectives and according to the
sequence of priority set forth below:

Firstly
for discharging the reasonable expenses, payments, levies and obligations
incurred by the Trustee, imposed on it, or caused in the course of or as a
consequence of actions for performing the trust or otherwise in connection with
the terms and conditions of this Deed, including its
remuneration.  Secondly – in order to pay the debenture holders the
arrear interest and/or arrears on principal that are due to them under the terms
and conditions of the debenture pari passu and pro rata to the amount of the
interest and/or the principal that is in arrear which is due to each of them,
without preference or prior right with respect to any of them; thirdly – in
order to pay the debenture holders the amounts of principal and/or interest
which are due to them according to the Debentures held by them, pari passu, whether or not
the time for discharge and liquidation of the amounts of principal and/or
interest have arrived, and pro
rata to the amounts that are due to them, without any preference in
regard to priority in time of the issue by the Company of the Debentures or
otherwise, and the surplus, if there is such, shall be paid by the Trustee to
the Company or its successors-in-title, as the case may be.

Payment
of the amounts by the Trustee to the debenture holders as aforesaid, out of the
receipts that will be received by it, is subject to the rights of the Company’s
other creditors, if there are such, and according to the provisions of the
law.

14

The
Trustee may instruct the Company in writing to transfer any payment which the
Company owes to the holders to the Trustee’s account (for the debenture
holders).  The Company shall act in accordance with the Trustee’s
notice and the Company shall be deemed to have fulfilled its obligation to the
holders if it proves that it transferred the full amount of the debt to the
credit of the account the details of which were given in the Trustee’s
notice.  Subject to the provisions of any law, the Trustee may set off
any amount the Company and/or the holders owe to the Trustee pursuant to this
Deed of Trust.  Nothing in the foregoing shall release the Company
from its liability to bear the aforesaid payments of expenses and remuneration
wherever it is obliged to bear same in accordance with this Deed or according to
law.

            11.

            Authority
      to delay distribution of
money

            11.1

            Notwithstanding
      the contents of Clause 10 above, if the monetary amount that will be
      received as a result of the taking of the proceedings described above and
      which is available at any time for distribution, as stated in that clause,
      is less than NIS 3,000,000, the Trustee will be not obliged to distribute
      same and it may invest the aforesaid amount, in whole or in part, in the
      investments that are permitted pursuant to this Deed and may from time to
      time vary and replace such investments with other permitted investments,
      as it sees fit.

            11.2

            When
      the investments referred to above, together with the profits thereon and
      together with additional moneys that may come into the possession of the
      Trustee for purposes of payment to the debenture holders, if any, reach an
      amount that will be sufficient for the payment of at least NIS 3,000,000,
      the Trustee shall make payment thereof to the debenture holders as stated
      in Clause 10 above.  If within a reasonable period of time the
      Trustee does not have possession of an amount that will be sufficient in
      order to pay at least NIS 3,000,000, the Trustee shall distribute the
      moneys held by it to the debenture holders and under all circumstances not
      later than once every three months.  Notwithstanding the
      foregoing, the debenture holders may, by ordinary resolution, compel the
      Trustee to pay them the amounts that have accumulated in the Trustee’s
      possession even if such amounts have not reached NIS
      3,000,000.  Notwithstanding the foregoing, payment of the
      Trustee’s remuneration and the Trustee’s expenses shall be paid out of the
      aforesaid moneys immediately the due date for payment thereof arrives,
      even if the amounts that have come into the Trustee’s possession are lower
      than a sum of NIS 3,000,000 as
aforesaid.

            12.

            Notice
      regarding distribution and deposit with the
  Trustee

            12.1

            The
      Trustee shall notify the debenture holders of the date and place at which
      any of the payments mentioned in Clauses 10 and 11 above will be made, and
      shall do so by way of prior notice of 14 days that shall be delivered in
      the manner specified in Clause 24 below, not less than ten days and not
      more than twenty days in advance.

            After
      the effective date mentioned in the notice, the debenture holders will be
      entitled to interest according to the rate fixed in the Debentures, only
      on the balance of the amount of principal (if any) after deduction of the
      amount that was paid or offered to them for payment as
      aforesaid.

15

            12.2

            The
      moneys that will be distributed as stated in Clause 12.1 above will be
      deemed to be a payment on account of
repayment.

            12.3

            Any
      amount which is due to the debenture holder which was not actually paid on
      the date specified for the payment thereof, for a reason not associated
      with the Company, and where the Company was prepared to pay it, shall
      cease to bear interest and linkage differences from the date that was
      fixed for the payment thereof, and the debenture holder will be entitled
      only to those amounts he would have been entitled to at the date fixed for
      the settlement of such payment on account of the principal, the interest
      and the linkage differences.

            12.4

            The
      Company shall, within 15 business days from the date fixed for such
      payment, deposit with the Trustee, in bank accounts in the name of the
      Trustee and to its order, the amount of the payment that was not paid on
      due date, as referred to in sub-clause 12.3 above, and shall give notice
      in writing according to the addresses in its possession to the debenture
      holders about such deposit, and the aforesaid deposit shall be deemed to
      be liquidation and discharge of such payment, and in the case of
      liquidation and discharge of everything due in respect of the Debenture,
      shall also be deemed to be redemption of the
  Debenture.

            12.5

            The
      Trustee shall, in the framework of the trust accounts in its name and to
      its order, invest the moneys that will be transferred to it as stated in
      sub-clause 12.4 above, in investments which are permitted to the Trustee
      in accordance with this Deed (as stated in Clause 15
      below).  Where the Trustee has done so, it will not be liable to
      the entitled persons in respect of such amounts, except to the extent of
      the proceeds that will be received from realization of the investments,
      less reasonable expenses connected with the aforesaid investments and
      management of the trust accounts, the reasonable commissions and less the
      compulsory payments imposed on the trust account.  Out of the
      aforesaid moneys the Trustee shall transfer amounts to the debenture
      holders who are entitled thereto, and shall do so as soon as possible
      after reasonable proof and approvals of their right to these amounts has
      been furnished to the Trustee, less all the Trustee’s reasonable expenses,
      commissions, compulsory payments and its remuneration as mentioned in
      Clause 12.4 above.

            12.6

            The
      Trustee shall hold these moneys and shall invest same in the aforesaid
      manner, until the end of one year from the final date of repayment of the
      Debentures.  After that date, the Trustee shall transfer to the
      Company the moneys referred to in sub-clause 12.5 above, including profits
      arising from the investment thereof, less its reasonable expenses and
      other reasonable expenses that were incurred in accordance with the
      provisions of this Deed (such as the remuneration of service providers,
      etc.), if any remain in its possession at that time.  The
      Company shall hold such amounts in trust for the debenture holders who are
      entitled to such amounts, and the provisions of sub-clause 12.5 above
      shall apply, mutatis
      mutandis, with respect to the amounts that will be transferred to
      it by the Trustee as aforesaid.

16

            12.7

            Upon
      transfer of the money from the Trustee to the Company, to the Trustee’s
      satisfaction, the Trustee will be exempt from payment of such amounts to
      the entitled debenture holders.  The Company shall confirm to
      the Trustee in writing the holding of the amounts and the fact of receipt
      thereof in trust for the aforesaid debenture holders.  It is
      clarified that in accordance with the operations and pursuant to this
      clause, the indemnity provisions contained in Clause 22 below shall apply
      and shall indemnify the Trustee in respect of any claim and/or expenses
      and/or damage of whatsoever nature that may be sustained by it due to and
      in respect of the transfer of such moneys, unless the Trustee acted with
      gross negligence.

            12.8

            The
      Company shall hold these moneys in trust for the debenture holders who are
      entitled to such amounts for an additional one year from the date of
      transfer thereof to it from the Trustee and shall make no use thereof, and
      shall invest same in accordance with the provisions of this
      Deed.  Moneys which are not claimed from the Company by a
      debenture holder up to the end of two years from the final date of
      repayment of the Debentures, will be transferred to the Company, and it
      will be entitled to make use of the remaining moneys for any
      purpose.  The foregoing shall not derogate from the obligation
      of the Company to the debenture holders to pay moneys to which they are
      entitled as aforesaid according to any
law.

            13.

            Receipt
      from the debenture holders and from the Trustee
  
            13.1

            A
      receipt from the Trustee regarding deposit of amounts of principal,
      interest and linkage differences with it to the credit of the debenture
      holders shall provide the Company with an absolute release in regard to
      the actual effecting of payments of the amounts denominated in the
      receipt.

            13.2

            A
      receipt from a debenture holder in respect of the amounts of principal,
      interest and linkage differences which were paid to him by the Trustee in
      respect of the debenture shall give the Trustee and the Company an
      absolute release in connection with the actual making of payment of the
      amounts denominated in the receipt.

            13.3

            Moneys
      that have been distributed as stated in Clause 12 above shall be deemed to
      be a payment on account of repayment of the
  Debentures.

            14.

            Presentation
      of debenture to the Trustee and note in connection with partial
      payment

            14.1

            The
      Trustee will be entitled to demand from a debenture holder that he exhibit
      to the Trustee, at the time of payment of any interest or partial payment
      of the principal amount, interest and linkage differences in accordance
      with the provisions of Clauses 10, 11 and 12 above, the debenture
      certificate in respect of which the payments are made, and the debenture
      holder shall be obliged to present such debenture certificate, provided
      that this shall not make the debenture holders liable for any payment
      and/or expense and/or impose any responsibility and/or liability on the
      debenture holders.

17

            14.2

            The
      Trustee will be entitled to record a note on the debenture certificate
      regarding amounts that were paid as aforesaid as well as the date of
      payment thereof.

            14.3

            The
      Trustee will be entitled in a special case, in its discretion, to waive
      the presentation of the debenture certificate after a deed of indemnity
      and/or guarantee which is adequate in the Trustee’s opinion for damage
      likely to be sustained due to the non-recording of such note, as the
      Trustee sees fit, has been given to the Trustee by the debenture
      holder.

            14.4

            Notwithstanding
      the foregoing, the Trustee may, in its discretion, maintain records in
      another manner with regard to such partial
  payments.

            15.

            Investment
      of moneys

All
moneys which the Trustee is entitled to invest according to this Deed, shall be
invested by it at a bank/s which is rated with an AA- rating and higher, in its
own name or to its order, in investments in securities of the State of Israel or
other securities in which the laws of the State of Israel permit the investment
of trust moneys, in such manner as it deems fit, all subject to the terms and
conditions of this Deed of Trust, provided that any investment in securities
shall be in securities that have been rated by a rating company with a rating of
not less than AA- or a rating that corresponds thereto.  Where the
Trustee has done so, it will not be liable to entitled persons in respect of
those moneys, except the proceeds that will be received from the realization of
the investments, less the Trustee’s remuneration and its reasonable expenses,
the commissions and expenses connected with the aforesaid investment and
management of the trust accounts, the bank charges and less the compulsory
payments that are imposed on the trust account, and the Trustee shall act with
respect to the balance of such moneys in accordance with the provisions of
Clauses 10 and/or 12.5-12.6 above, as the case may be.

            16.

            The
      Company’s obligations to the
Trustee

The
Company hereby undertakes to the Trustee, that until such time as the Debentures
have been repaid in full, it will act as follows:

            16.1

            To
      continue uninterruptedly to conduct its business in a regular and proper
      manner;

18

            16.2

            To
      maintain proper books of account in accordance with accepted accounting
      principles, to keep the books and the documents that serve as vouchers and
      authorities for them, and to allow any authorized representative of the
      Trustee to peruse and inspect, at any reasonable time that shall be
      coordinated in advance with the Company, any such book and/or document the
      Trustee may request to peruse.  For these purposes, the
      Trustee’s authorized representative means anyone whom the Trustee may
      appoint for purposes of such perusal and inspection, which shall be done
      by way of written notice from the Trustee to be delivered to the Company
      prior to such perusal and which shall also contain the Trustee’s
      confirmation that such authorized person has signed the deed of
      confidentiality contained in Appendix
      A.  The Trustee undertakes, by its signing this Deed of
      Trust, to keep all information given as aforesaid secret and
      confidential.  It is clarified that subject to any law, the
      passing on of information to the debenture holders for purposes of the
      passing of a resolution pertaining to their rights under the debenture or
      for purposes of reporting on the condition of the Company does not
      constitute a breach of such confidentiality undertaking.  For
      these purposes, the Trustee and any representative on its behalf shall
      sign a deed of confidentiality in the text attached to this Deed of Trust
      as Appendix
      A.

            16.3

            To
      notify the Trustee as soon as reasonably possible, and not later than 4
      business days after it becomes aware of the fact, of any instance in which
      an attachment has been imposed on all or any of the Company’s material
      assets, and of any situation in which a receiver, special manager and/or
      provisional and/or permanent liquidator has been appointed in respect of
      all or any of the Company’s material assets, and at its expense to take
      all reasonable steps as soon as possible for the removal of such
      attachment or the setting aside of the receivership, liquidation or
      management, as the case may be.

            16.4

            To
      notify the Trustee in writing as soon as possible and not later than 3
      business days in regard to the occurrence of any of the events mentioned
      in Clause 8.1 above (including all the sub-clauses thereof) or with regard
      to the Company’s actual knowledge that such event is about to take
      place.

            16.5

            To
      provide the Trustee with a copy of any document or any information the
      Company has passed on to the debenture holders, to the extent that it does
      so.  The Company shall further transfer additional information
      concerning the Company (including explanations, documents and calculations
      pertaining to the Company, its business or its assets) to the Trustee or
      to the Trustee’s authorized representative, who shall be an attorney or
      accountant by profession (in respect of whose appointment notice shall be
      given to the Company by the Trustee) and the Company shall also instruct
      its accountant and its legal advisors to do so, upon a reasonable written
      request from the Trustee, with this being to the extent that, in the
      Trustee’s reasonable opinion, such information is likely to be essential
      and required for protecting the rights of the debenture holders, provided
      that the Trustee is acting in good faith, and acts skillfully and
      reasonably.  The Trustee undertakes, by its signing this Deed of
      Trust, to keep all information given as aforesaid
      confidential.  It is clarified that subject to any law the
      passing on of information to the debenture holders for purposes of passing
      a resolution relating to their rights under the debenture or for purposes
      of reporting on the condition of the Company, does not constitute a breach
      of its confidentiality undertaking as aforesaid.  Any
      information which has not passed into the public domain, which may be
      transferred to the Trustee or to its authorized representative as
      aforesaid shall be kept confidential by them, and no use shall be made
      thereof except for purposes of fulfilling the Trustee’s function as a
      trustee pursuant to this Deed of Trust, and the Trustee and any authorized
      representative of the Trustee as aforesaid shall for that purpose sign a
      deed of confidentiality in the text attached to this Deed as Appendix
    A.

19

            16.6

            To
      notify the Trustee, after its demand, by way of written notice signed by a
      senior officer of the Company, and within 7 business days, about the
      making of any payment to the debenture holders and about the balance of
      the amounts (including the balance of the par value of Debentures in
      circulation) which the Company owes at that time to the debenture holders
      after the making of the aforesaid
payment.

            16.7

            To
      deliver to the Trustee not later than the end of 30 days from the date of
      this Deed of Trust an amortization table for payment of the Debentures
      (principal and interest) in an Excel
file.

            16.8

            If
      the Debentures were rated at the time of their initial issue, to take
      steps to whatever extent that this is under its control, for the
      continuation of a rating of the Debentures by at least one of the rating
      companies approved by the Supervisor of the Capital Market, throughout the
      entire period of the Debentures.

            16.9

            To
      invite the Trustee to its general meetings (whether ordinary general
      meetings or extraordinary general meetings of the shareholders of the
      Company), without conferring any right on the Trustee to vote at such
      meetings.

            16.10

            To
      deliver to the Trustee, at its request, documents and/or particulars
      and/or information, as may be reasonably requested by the Trustee, in its
      reasonable discretion, for purposes of implementing and exercising the
      powers and authorities of the Trustee and/or its authorized
      representatives in accordance with the Deed of Trust, with this being
      subject to the provisions of Clause 16.5
above.

            16.11

            Each
      December 31 of each year, and as long as this Deed remains in force, the
      Company shall furnish the Trustee with a confirmation to the effect that,
      to the best of the Company’s knowledge, there has not been a material
      breach by the Company of this Deed, including a material breach of the
      terms and conditions of the Debentures, in the period from the date of the
      Deed and/or from the date of the previous confirmation that was delivered
      to the Trustee, whichever is the later, and up to the date the
      confirmation is given, unless otherwise expressly stated in the
      confirmation.

            16.12

            To
      deliver the statements and reports described in Clause 29 below to the
      Trustee.

            16.13

            To
      perform all the requisite and/or reasonably necessary acts and all acts
      according to any law for purposes of giving validity to the exercise of
      the powers and authorities of the Trustee and/or its authorized
      representatives in accordance with the provisions of the Deed of
      Trust.

20

            17.

            Additional
      obligations

After the
Debentures have been made immediately due and payable in accordance with the
provisions of Clause 8 above, in the event of such action being taken, the
Company shall from time to time and at any time it is called upon to do so by
the Trustee, perform all the reasonable acts in order to enable the exercise of
all the powers and authorities vested in the Trustee, and in particular the
Company shall perform the following acts if they are reasonable:

            17.1

            It
      will make the declarations and/or will sign all the documents and/or will
      perform and/or cause the performance of all the actions that are requisite
      or required in accordance with the law for purposes of giving validity to
      the exercise of the powers and authorities of the Trustee and/or its
      authorized representatives in accordance with this Deed of
      Trust.

            17.2

            It
      shall give all the notices, the deposits and the instructions which the
      Trustee may deem to be beneficial and which the Trustee may demand for
      purposes of implementing the provisions of this
  Deed.

            18.

            Reporting
      by the Trustee

            18.1

            If
      the Trustee becomes aware of a material breach of the Deed of Trust by the
      Company, it shall notify the debenture holders within a reasonable time
      and without procrastination, and subject to the provisions of the law, in
      regard to the breach and the steps that were taken to prevent it or to
      achieve the fulfillment of the Company’s obligations, as the case may
      be.

            18.2

            Each
      calendar year the Trustee shall draw up an annual shelf offering report in
      regard to the affairs of the trust (hereinafter: “the Annual
      Report”).

            The
      Annual Report shall contain particulars on the following
      subjects:

            18.2.1

            Current
      particulars about the course of the affairs of the trust in the preceding
      year.

            18.2.2

            A
      report regarding exceptional events in connection with the trust that
      occurred during the preceding year.

            18.2.3

            The
      Holders are entitled to read the Annual Report at the Trustee’s offices
      during normal working hours and will be entitled to receive a copy of the
      Report upon request.

21

            18.3

            The
      Trustee shall send the debenture holders a notice regarding any
      exceptional event that occurred in the Company that is likely to have a
      material impact on the rights of the debenture holders, and shall do so
      immediately after it has actually become aware of the
      fact.  This duty will not apply if the event involved was an
      event published by the Company according to the
  law.

            19.

            Trustee’s
      remuneration

The
Company shall pay the Trustee remuneration for its services, in accordance with
the Deed of Trust, in the manner described below:

            19.1

            Within
      one business day after publication of the Shelf Prospectus to the public,
      a sum of NIS 5,000.

            19.2

            One
      business day after publication to the public of an offering report in
      respect of a series (in relation to each series separately) a sum of NIS
      5,000.

            19.3

            In
      respect of each year from the date of publication of the shelf offering
      report in respect of each series separately (including the first year) and
      so long as Debentures of that series are still in circulation, to pay one
      of the following amounts:

            19.3.1

            In
      a case in which Hermetic is serving for the time being as trustee for 2
      series or more – an amount of NIS 10,000;
or

            19.3.2

            In
      a case in which Hermetic is serving for the time being as a trustee for
      one series or less – an amount of NIS
15,000.

The
amounts according to this Clause 19.3 will be referred to as “the annual
remuneration.

The
annual remuneration shall be paid to the Trustee at the beginning of each year
of trust in respect of each series separately.  The annual
remuneration shall be paid to the Trustee in respect of the period up to the end
of the trust period in accordance with the terms and conditions of the Deed of
Trust even if a receiver and/or receiver and manager has been appointed for the
Company and/or if the trust pursuant to the Deed of Trust is managed under the
court’s supervision.

If the
Trustee’s term of office has come to an end, as stated in Clause 26 above [sic],
the Trustee will not be entitled to payment of its remuneration commencing from
the date of expiration of its term of office.  If the Trustee’s term
of office came to an end during the trust year, the remuneration that was paid
in respect of the months in which the Trustee did not serve as a trustee for the
Company, shall be refunded.  The contents of this clause shall not
apply with respect to the first year of trust.

22

The
Trustee is entitled to reimbursement of the reasonable expenses it incurred in
the scope of fulfilling its duties and/or by virtue of powers conferred on it
pursuant to the Deed of Trust, including in respect of advertisements in
newspapers, provided that in respect of the expenses for an expert opinion, as
elucidated in Clause 19.2 above, the Trustee shall give notice in advance of its
intention to obtain an expert opinion.

The
Trustee is entitled to an additional payment, in respect of an act arising from
a breach of the Deed of Trust by the Company and/or in respect of the action for
making the Debentures immediately due and payable and/or in respect of special
actions it was called upon to perform, if any, for purposes of fulfilling its
functions pursuant to the Deed of Trust, all in addition to and without
prejudice to the payments that are due to it as stated in this
appendix.

The
Trustee will be entitled to an additional payment as aforesaid in a sum of NIS
600 in respect of each hour of labor that may be required as described above,
linked to the known index at the time of publication of the Prospectus, but
under no circumstances less than the amounts specified above.

In
respect of each annual shareholders’ meeting or meeting of debenture holders
(with this being in addition to the payment pursuant to Clause 4 above) and
which the Trustee participates, the Trustee shall be paid additional
remuneration of NIS 500 per meeting, linked to the known index at the time of
publication of the Prospectus, but under no circumstances less than the amount
specified above.

If there
should be changes in the provisions of the law pursuant to which the Trustee is
required to perform acts and/or examinations and/or the preparation of
additional statements and reports, the Company undertakes to bear all the
reasonable expenses that may be incurred by the Trustee in connection therewith,
including a reasonable fee in respect of such actions.

V.A.T.,
if same applies, shall be added to the payments that are due to the Trustee in
accordance with the provisions of this appendix and shall be paid by the
Company.

The
amounts mentioned in this Agreement are linked to the known index at the time of
publication of the Shelf Prospectus, but under no circumstances shall an amount
which is lower than the amount specified in the Agreement be
paid.

23

            20.

            Special
      powers and authorities

            20.1

            The
      Trustee may in the scope of carrying out the affairs of the Trust in
      accordance with this Deed, requisition an opinion or written advice from
      any attorney, accountant, chartered real estate appraiser, valuer,
      surveyor, real estate agent or other expert, whether such opinion or
      advice was prepared at the request of the Trustee and/or by the Company,
      and may act in accordance with the conclusions thereof, and the Trustee
      shall not be liable for any loss or damage that may be caused as a result
      of any act or omission committed by it in reliance on such advice or
      opinion, unless it is held in an unappealable judgment that the Trustee
      acted with gross negligence and/or not in good faith.  The
      Trustee shall make available for the perusal of the debenture holders and
      the Company, upon their request, a copy of such opinion or
      advice.  The Company shall bear the full fees and the reasonable
      expenses involved in engaging the consultant who will be appointed as
      aforesaid.  The Trustee and the Company shall reach agreement
      regarding a list of not more than three offices of consultants possessing
      goodwill and reputation and the relevant expertise, to which the Trustee
      may refer to obtain price quotations with regard to such
      fees.  The Company shall choose one price quotation amongst
      those that will be submitted, and it will be entitled to conduct
      negotiations with the offices in regard to their price quotation or
      proposal.

            20.2

            Any
      such advice or opinion may be given, sent or received by way of a letter,
      telegram, facsimile or any other electronic means for the transfer of
      information, and the Trustee will not be responsible in respect of any
      acts it performed in reliance on advice or an opinion or information
      transferred in one of the ways described above, even though there were
      mistakes in them or they were not authentic, unless it was possible by way
      of a reasonable examination to discover the mistakes or the lack of
      authenticity, provided that the Trustee did not act with gross negligence
      and/or a lack of good faith.  It is clarified that the documents
      will be capable of being transferred, on the one hand, and the Trustee
      will be entitled to rely thereon, on the other hand, only where they are
      received clearly, and where no difficulty arises in reading
      them.  In any other case, the Trustee will be entitled to demand
      receipt thereof in a manner which makes it possible, as aforesaid, to read
      and understand same properly.

            20.3

            The
      Trustee will be not obliged to notify any party about the signing of this
      Deed and will not be entitled to interfere in any manner in the management
      of the Company’s business or its affairs.  Nothing contained in
      this clause shall limit the Trustee in the actions it is obliged to
      perform in accordance with this Deed of
Trust.

            20.4

            The
      Trustee shall utilize the Trust, and the powers and authorities granted to
      it under this Deed in its absolute discretion and will not be liable for
      any damage caused as a result of an error in such discretion, unless it is
      held in an unappealable judgment that the Trustee acted with gross
      negligence and/or not in good faith and/or
  maliciously.

24

            21.

            Trustee’s
      power to engage agents

The
Trustee will be entitled to appoint an agent/s who will act in its stead,
whether an attorney or otherwise, in order to perform or to participate in the
performance of special acts that require to be performed in connection with the
Trust, and may pay a reasonable remuneration to every such agent, and without
derogating from the generality of the foregoing, the institution of legal
proceedings.  The Company will be entitled to object to such
appointment on any reasonable grounds, including in a case in which the agent is
a competitor, directly or indirectly, with the business of the Company, provided
that the Company shall not unreasonably withhold such consent which shall be
delivered to the Trustee in writing.  It is clarified that the
appointment of an agent as aforesaid shall not derogate from the Trustee’s
responsibility in respect of its own actions and the actions of its
agents.  The Trustee will further be entitled, at the Company’s
expense, to defray and liquidate the reasonable fee of any such agent, and the
Company shall refund any such expense to the Trustee upon its demand, provided
that prior to the appointment of such agent, the Trustee notified the Company in
writing about the appointment, accompanied by particulars of the agent’s fees
and the objective of his appointment, and in the circumstances the cost of the
agents’ fees does not go beyond the bounds of reasonability.  For the
removal of doubt, the Company will not refund to the Trustee the fees of an
agent who fulfilled the regular operations which the Trustee is obliged to
perform pursuant to this Deed of Trust, the performance of which is included in
the remuneration which the Trustee receives from the Company in accordance with
the provisions of Clause 19 above.  For the removal of doubt in the
case that the Debentures have been made immediately due and payable, the actions
which the Trustee is obliged to perform in connection therewith will not be
deemed to be regular operations which the Trustee is obliged to perform by
virtue of this Deed of Trust for purposes of this clause.

The
Company shall bear the reasonable fees of the agent.  The Trustee and
the Company will reach agreement on a list of not more than three experts
possessing goodwill and reputation and the relevant expertise, to whom the
Trustee will refer to obtain price quotations regarding the fee for their
appointment as agents as aforesaid.  The Company will select one of
the price quotations which are submitted, and will be entitled to conduct
negotiations with the experts in regard to their offer.

            22.

            Indemnity
      to the Trustee

            22.1

            The
      Trustee will be entitled to receive indemnity from the debenture holders
      and/or from the Company in respect of reasonable expenses it incurred
      and/or may in the future incur in connection with acts it has performed or
      is obliged to perform by virtue of its obligation under the terms and
      conditions of this clause, and/or according to law and/or a directive of a
      competent authority and/or any statute and/or on a demand by the debenture
      holders and/or at the request of the Company.  If the Company
      does not provide such indemnity within 60 days from the date of the
      Trustee’s demand, the debenture holders will indemnify the Trustee in
      respect of reasonable expenses it has incurred and/or may incur as
      aforesaid, in connection with actions it has performed or is obliged to
      perform in accordance with the demands by the debenture
      holders.  Notwithstanding the foregoing, it is hereby clarified
      and agreed that:

            22.1.1

            The
      Trustee will not be entitled to demand such indemnity in advance, on an
      urgent matter that cannot be
postponed.

            22.1.2

            The
      Trustee will be entitled to indemnity in respect of liability in tort, in
      a case in which it is held liable for such liability under a final
      judgment or under a compromise that has been concluded with a third
      party.

25

            22.2

            The
      right of indemnity referred to in Clause 22.1 above is subject to the
      following conditions:

            22.2.1

            The
      expenses in respect of liability for damage are
  reasonable.

            22.2.2

            The
      Trustee acted in good faith and in the course of exercising reasonable
      discretion, and such action was performed in the scope of fulfilling its
      function, in accordance with the provisions of the law and according to
      this Deed of Trust, and the Trustee was not guilty of gross
      negligence.

            22.2.3

            Such
      right of indemnity will not apply in respect of reasonable expenses that
      were paid to the Trustee in accordance with Clause 19
    above.

            22.3

            Subject
      to the provisions of Clauses 22.1 and 22.2 above, and without prejudice to
      the rights to compensation and indemnity that are granted to the Trustee
      according to the law and/or the commitments of the Company and the
      debenture holders under this Deed, the Trustee, its authorized attorney,
      manager, agent or other person appointed by the Trustee in conformity with
      this Deed, are entitled to receive indemnity out of moneys that will be
      received by the Trustee as a consequence of proceedings it has instituted
      and/or in another manner in accordance with this Deed, in connection with
      reasonable obligations which they have assumed, and in regard to
      reasonable expenses they incurred in the course of performing the trust or
      in connection with such actions, which in their opinion were reasonably
      required for performing the matters aforesaid and/or in connection with
      the exercise of the rights and authorities conferred pursuant to this
      Deed, and in connection with all types of legal proceedings, opinions of
      attorneys and other experts, negotiations, discussions, expenses, claims
      and demands relating to any matter and/or thing that were made and/or that
      were not made in any way in relation to the matters aforesaid, and the
      Trustee may withhold the moneys that are in its possession and make
      payments out of such moneys of the amounts required for payment of the
      aforesaid indemnity.  All the aforesaid amounts shall rank prior
      to the rights of the debenture holders and shall be subject to the
      provisions of any law, provided that the Trustee did not act without good
      faith and that it acted in accordance with the obligations imposed on it
      according to law and according to this
Deed.

            22.4

            Whenever
      the Trustee is obliged pursuant to the terms and conditions of the Deed of
      Trust and/or according to law and/or a directive of a competent authority
      and/or any statute and/or in accordance with a demand by the debenture
      holders and/or at the request of the Company, to perform any act,
      including, but without limitation, the commencement of proceedings or the
      filing of claims in accordance with a demand by the debenture holders, as
      stated in the Deed of Trust, the Trustee shall be entitled to refrain from
      taking any such action, until it has received, to its satisfaction, a deed
      of indemnity from the debenture holders or any of them, and if the action
      is carried out by virtue of a request from the Company – then from the
      Company in respect of any liability for damage and/or expenses that might
      be caused to the Trustee and the Company or to either of them, as a
      consequence of carrying out the aforesaid
  action.

26

            22.5

            Notwithstanding
      the contents of this Clause 22 above, whenever the Trustee sees fit, for
      purposes of safeguarding and/or realizing the rights of the debenture
      holders, and/or will be obliged, in accordance with the terms and
      conditions of this Deed and/or according to law and/or a directive of a
      competent authority and/or any statute and/or at the Company’s request
      and/or a request by the debenture holders, to institute legal proceedings,
      the Company shall deposit with the Trustee an amount that will be fixed by
      the Trustee as the anticipated amount of the Trustee’s expenses in
      connection with the proceedings.  In a situation in which the
      Company has not deposited the aforesaid amount within the time it was
      requested to do so by the Trustee and the Trustee has doubts about the
      Company’s ability to cover the expenses connected with the taking of
      proceedings by the Trustee, the Trustee shall immediately call a meeting
      of the debenture holders in order to confirm their liability to cover the
      expenses connected with and entailed in the proceedings the Trustee will
      prosecute.  It is clarified that the Trustee will not be
      entitled to delay the taking of legal proceedings until the convening of a
      meeting, in every case in which such delay is likely to have an adverse
      effect on the rights of the debenture holders.  In a situation
      in which the debenture holders refuse to bear the expenses attendant on
      the institution of proceedings by the Trustee, there shall be no
      obligation on the Trustee to institute such proceedings.  It is
      hereby clarified that nothing contained in the consent of the debenture
      holders as aforesaid shall have the effect of releasing the Company from
      its obligations and liabilities, to the extent that same apply pursuant to
      this Deed, to bear and cover all the expenses attendant on the instituting
      of such proceedings.  Likewise, all moneys that may be received
      from execution and realization proceedings shall also serve for
      reimbursement and cover of expenses which the debenture holders have
      undertaken to bear as aforesaid.

Notwithstanding
all the foregoing, it is clarified that under no circumstances will the Trustee
be entitled to double indemnity.

            23.

            Notices

            23.1

            Any
      notice from the Company and/or the Trustee to the debenture holders shall
      be given by way of the publication of an immediate report.  And
      in the cases mentioned below the notice shall also be published in two
      widely-circulating Hebrew dailies published in Israel: (a) an arrangement
      or compromise under Section 350 of the Companies Law, 5759-1999; (b) a
      merger.  Any notice that is published or sent as aforesaid shall
      be deemed to have been delivered to the debenture holders on the date of
      publication of the immediate report (or publication in newspapers, as the
      case may be).

            23.2

            The
      Trustee shall be entitled to instruct the Company and the Company shall be
      obliged to make a report forthwith by way of an immediate report on behalf
      of the Trustee of any report to the debenture holders in the text that
      will be sent to the Company by the Trustee in
  writing.

27

            23.3

            If
      the Company ceases to report in Israel in accordance with the provisions
      of Chapter E3 of the Law and is not regarded as “a reporting corporation”
      within the meaning thereof under the law, any notice from the Company
      and/or the Trustee to the debenture holders shall be given by way of
      sending it by registered mail according to the last address of the
      registered holders of the Debentures as appearing in the register, or by
      any other means, as shall be agreed between the Company and the
      Trustee.  Any notice that is sent as aforesaid shall be deemed
      to have been delivered to the debenture holders after three (3) business
      days from the date of its posting by registered
  mail.

            23.4

            Copies
      of notices and invitations to meetings that are given by the Company to
      the debenture holders shall also be sent by the Company to the
      Trustee.  It is clarified that such notices and invitations to
      meetings do not include the Company’s current reports to the
      public.  Copies of notices and invitations to meetings that are
      given by the Trustee to the debenture holders shall also sent by it to the
      Company.

            23.5

            Any
      notice or demand by the Trustee to the Company or by the Company to the
      Trustee may be given by way of letter to be sent by registered mail
      according to the address set forth in the Deed of Trust, or at such other
      address of which one party has notified the other in writing, and any such
      notice or demand shall be deemed to have been received by the party to
      whom the notice was sent after three business days from the date of its
      posting.

            24.

            Waiver,
      compromise and/or alterations to the terms and conditions of the
      Debentures and the Deed of
Trust

            24.1

            Subject
      to the provisions of the law, the Trustee may from time to time and at any
      time, if it has been satisfied that this does not, in its opinion,
      constitute material prejudice to the rights of the debenture holders,
      waive any breach or non-fulfillment by the Company of any of the terms and
      conditions of the Debentures or of this Deed, except in regard to dates
      and payments in accordance with the terms and conditions of the Debentures
      (but including a technical change in dates or in the dates specified for
      the payment thereof), to the conditions of repayment of the Debentures and
      grounds for making the Debentures immediately due and payable, to a
      reduction in the rate of interest specified in the debenture, to a waiver
      regarding effecting of payments and reports which the Company is obliged
      to give to the Trustee.

28

            24.2

            Subject
      to the provisions of the law and with the prior approval of a special
      resolution passed at a general meeting of the debenture holders, at which
      two or more holders who hold at least fifty percent (50%) of the par value
      of the unpaid balance of the principal of the Debentures were personally
      present or represented by proxy, or at an adjourned meeting, at which two
      or more holders of at least ten percent (10%) of the aforesaid balance
      were personally present or represented by proxy, the Trustee may, either
      before or after the principal of the Debentures is due for repayment,
      compromise with the Company in connection with any right or claim of the
      debenture holders or any of them, and may agree with the Company on any
      arrangement of their rights, including the waiver of any right or claim
      the Trustee and/or the debenture holders or any of them may have as
      against the Company.

            24.3

            Subject
      to the provisions of the law, the Company and the Trustee may, either
      before or after the principal of the Debentures is due for repayment,
      alter the Deed of Trust and/or the terms and conditions of the Debentures,
      if one of the following conditions is
fulfilled:

            24.3.1

            The
      Trustee has been persuaded that the alteration does not constitute genuine
      prejudice to the rights of the debenture holders, apart from a change
      relating to times and payments in accordance with the terms and conditions
      of the Debentures (but including a technical change in dates or in the
      dates specified for the payment thereof), or pertaining to the conditions
      for repayment of the Debentures and grounds for making the Debentures
      immediately due and payable, to a reduction in the rate of interest
      specified in the debenture, to a waiver regarding the making of payments
      and reports the Company is obliged to give to the Trustee, provided that
      it gave written notice to that effect to the debenture holders, and the
      Trustee will be entitled in respect thereof to a reimbursement of expenses
      from the Company as stated in Clause 19
above.

            24.3.2

            The
      proposed alteration has been approved by a special resolution passed at a
      general meeting of the debenture holders, at which two or more holders who
      hold at least fifty percent (50%) of the par value of the unpaid balance
      of the principal of the Debentures were personally present or represented
      by proxy, or at an adjourned meeting, at which two or more holders who
      hold at least ten percent (10%) of the aforesaid balance were personally
      present or represented by proxy.

            24.4

            The
      Company shall give the debenture holders written notice of any such
      alteration pursuant to Clause 24.1, Clause 24.2 above, without delay and
      as soon as possible after same was
made.

            24.5

            In
      every case of the exercise of the Trustee’s right pursuant to this clause,
      the Trustee shall be entitled to demand from the debenture holders that
      they deliver the debenture certificates to it or to the Company, for
      purposes of recording a note thereon in regard to any compromise, waiver,
      alteration or amendment as aforesaid, and upon the Trustee’s request, the
      Company shall record such note on the certificates that will be delivered
      to it.  In every case of the exercise of the Trustee’s right
      pursuant to this clause, it shall give written notice to that effect to
      the debenture holders without delay and as soon as
    possible.

29

            25.

            Register
      of debenture holders

            25.1

            The
      Company shall keep and maintain at its registered office a register of the
      debenture holders, in which the names and addresses of the debenture
      holders shall be recorded together with the serial number and par value of
      the Debentures registered in their names.  Any transfer of
      ownership of the Debentures shall also be recorded in the
      register.  The Trustee and any debenture holders will be
      entitled to inspect the aforesaid register at any reasonable
      time.  The Company may from time to time close the register for
      a period or periods which shall not collectively exceed thirty days in any
      year.

            25.2

            The
      Company will not be obliged to record in the register of debenture holders
      any notice regarding an express, implied or assumed trust, or pledge or
      encumbrance of any sort or any right in equity, claim or set-off or any
      other right in connection with the Debentures.  The Company will
      only recognize the title of the person in whose name the Debentures are
      registered.  The legal heirs of a debenture holder, his
      administrators or executors and any person who may be entitled to
      Debentures as a consequence of the bankruptcy of any registered holder
      (and if it is a body corporate – as a consequence of its liquidation or
      dissolution), will be entitled to be registered as holders thereof after
      having provided such proof as in the opinion of the Company is sufficient
      to prove their right to be registered as the holders
    thereof.

            26.

            Certificates
      and splitting of
certificates

            26.1

            One
      certificate shall be issued in respect of the Debentures registered in the
      name of a single holder, or at his request, several certificates shall be
      issued to him (the certificates mentioned in this clause will henceforth
      be referred to as – “the
      Certificates”), each in a minimum quantity of NIS 1,000 (one
      thousand) par value (hereinafter: “the Minimum
      Quantity”).

            26.2

            Every
      Certificate shall be capable of being split into Certificates in which the
      total par value of the Debentures included therein shall be equal to the
      total par value of the Debentures that were included in the Certificate
      the split of which is requested, provided that the par value in respect of
      any Certificate shall not be less than the Minimum
      Quantity.  The split shall be effected in accordance with an
      application for a split signed by the registered holder of the Debentures
      that are the subject of the Certificate the split of which is requested,
      against delivery to the Company at its registered office of the
      Certificate the split of which is requested.  The split will be
      effected within 30 days from the end of the month in which the
      Certificate, together with an application for the split thereof, was
      delivered to the Company’s registered office.  The new Debenture
      Certificates that will be issued following the split will be in par value
      amounts in whole new shekels.  All the expenses connected with
      the split, including any levies, if any, shall be borne by the applicant
      for the split.

30

            27.

            Expiry
      of Trustee’s term of office

            27.1

            The
      provisions of the law shall apply to the Trustee’s term of office and the
      expiration thereof and to the appointment of a new
  trustee.

            27.2

            The
      Trustee will be entitled to resign from its position at any time it
      wishes, after having given prior written notice to the Company of 3
      months, in which reasons for the resignation are set forth.  The
      Trustee’s resignation will be of no force and effect unless it has
      received the confirmation of the court, and then from the date specified
      for this in the court’s confirmation as
  aforesaid.

            27.3

            In
      the event that the Debentures are listed for trading on the Stock Exchange
      – the Securities Authority is entitled to apply to the court with an
      application to terminate the Trustee’s term of office, in accordance with
      Section 35N of the Securities Law or any other provision that may replace
      it.

            27.4

            The
      Trustee shall cease to hold office if it becomes apparent that it is
      barred from continuing to serve in its function, due to a change in the
      provisions of the law or statute that applies with regard to fitness to
      serve as a trustee, including in a case that such impediment is created in
      connection with the listing of the Debentures for trading on the Stock
      Exchange.  For these purposes “impediment” shall also be deemed
      to be a demand by the Securities Authority for termination of the
      Trustee’s term of office.  In such case a new trustee, who shall
      be proposed by the Company, shall be appointed, subject to the approval of
      a meeting of debenture holders as mentioned in Clause 27.7
      below.

            27.5

            The
      Company shall notify the debenture holders about any event as mentioned
      above in connection with the Trustee’s term of
  office.

            27.6

            The
      holders of ten percent (10%) of the par value of the unpaid balance of the
      principal of the Debentures may convene a general meeting of the debenture
      holders, and such meeting may resolve, on a vote by two or more holders of
      at least fifty percent (50%) of the aforesaid balance, given personally or
      by way of proxy, on the removal of the Trustee from its
      office.  In such case the provisions of Clause 27.7 below shall
      apply.

            27.7

            Where
      the Trustee’s term of office has expired, the court may appoint another
      trustee, which shall be a company registered in Israel whose main field of
      business is the performing of trusts and which meets the conditions of
      fitness required under the law, for such period and on such conditions as
      the court shall see fit.  The Trustee whose term of office has
      expired shall continue to serve in its function until the appointment of
      another trustee.

            27.8

            It
      is clarified that any appointment of a replacement trustee in accordance
      with the provisions of this Clause 27, shall require the approval of the
      debenture holders by a resolution on a vote, given personally or by way of
      proxy, by two or more holders of at least fifty percent (50%) of the par
      value of the unpaid balance of the principal of the
      Debentures.

31

            27.9

            Every
      new trustee will have the same powers and other authorities as the Trustee
      whose term of office has expired, and it may in all respects act as if it
      was appointed as trustee from the outset.  It is clarified that
      the Trustee’s obligation to perform actions in accordance with the Deed of
      Trust and according to the Debenture will not end until the transfer to
      the new trustee has been completed of the trust moneys, the assets and the
      rights of the trust, to whatever extent there may be such.  The
      Trustee undertakes to act in cooperation with the Company and the
      replacement trustee for purposes of such transfer.  It is
      clarified that termination of the Trustee’s term of office shall not
      derogate from the rights, claims or allegations which the Company and/or
      the debenture holders may have against the Trustee, if any, the cause of
      action for which arose prior to the date of termination of the Trustee’s
      term of office, and this shall not have the effect of releasing the
      Trustee from any liability according to any
law.

            27.10

            In
      every case of a resignation of the Trustee and/or appointment of another
      trustee, the Company shall publish an immediate
  report.

            28.

            Reporting
      to the Trustee

            28.1

            Until
      such time as all the Debentures have been repaid, the Company shall draw
      up and deliver to the Trustee:

            28.1.1

            The
      Company’s audited financial statements for the financial year ended on
      December 31 of the preceding year, immediately after publication thereof
      by the Company.  Publication by the Company of these statements
      on Magna will be deemed to be delivery of the statements to the
      Trustee.  If for any reason the Company ceases to render reports
      in Israel, the Company shall send the aforesaid statements to the Trustee
      by mail, e-mail or by fax.

            28.1.2

            Any
      publication of the Company’s financial results, immediately after the
      publication thereof by the Company.  Such publications by the
      Company on Magna will be deemed to be delivery of the reports to the
      Trustee.  If for any reason the Company ceases to render reports
      in Israel, the Company shall send the aforesaid reports to the Trustee via
      mail, e-mail or fax.

            28.2

            A
      copy of any document the Company sends to the debenture
      holders.

            28.3

            A
      report regarding any change in the rating of the Debentures or regarding a
      stoppage of the rating.

            29.

            Applicability
      of the Securities Law

With
regard to any matter that has not been mentioned in this Deed and in every
instance of a conflict between the provisions of the law and the regulations
thereunder (which cannot be altered) and this Deed, the parties shall act in
accordance with the provisions of the law and the regulations
thereunder.

32

            30.

            Meetings
      of debenture holders

The
general meetings of debenture holders shall be convened and conducted in
accordance with the conditions set forth in the Second Schedule to this
Deed.

            31.

            Addresses

The
addresses of the parties shall be those appearing at the head of this Deed, or
any other address about which appropriate written notice has been given by one
party to the other.

            32.

            Governing
      law and jurisdiction

The law
which governs this Deed of Trust, including all the appendices hereto, is the
Israeli law.  Sole and exclusive jurisdiction on any matter connected
with this Deed shall be vested in the competent courts in Tel
Aviv-Jaffa.

            33.

            Authorization
      to report on Magna

By its
signing this Deed the Trustee empowers the Company’s electronic signature
signatories for the time being to report in its name on Xxxxx and on Magna about
its having entered into this Deed and its signing hereof, to the extent that
this is required according to law.

In
witness whereof the parties have hereunto signed:

                  /s/
      Xxxxx Xxxxxxxx, Xxxxxxx Xxxxx

                  /s/

                  Blue
      Square – Israel Ltd.

                  Hermetic
      Trust (1975) Ltd.

I the
undersigned, Xxx Xxxxxxxx-Xxxx, Adv., certify that this Deed of Trust was duly
signed by Blue Square Israel Ltd. in accordance with its Articles, by – Xxxxx
Xxxxxxxx and Xxxxxxx Xxxxx, whose signatures bind the Company in connection with
this Deed.

                    /s/ Xxx Xxxxxxxx-Xxxx

                    Xxx
      Xxxxxxxx-Xxxx, Adv.

00

XXXX XXXXXX – ISRAEL
LTD.

FIRST
SCHEDULE

DEBENTURE CERTIFICATE
(SERIES C TO G)

A
Debenture is hereby issued which is repayable in _______ payments in the years
_______ to _______ (inclusive), [bearing / not bearing] [annual interest /
linkage differences] as stated below.

Registered Debentures
(Series C to G)

Certificate
number:                                                                                                       

Total par value of the Debentures
contained in this certificate – NIS____.
Registered owner of the Debentures
contained in this certificate _______________.

            1.

            This
      certificate witnesses that Blue Square – Israel Ltd. (hereinafter: “the Company”) will pay
      ___% of the par value of the Debentures contained in this certificate on
      the ___ day of _____________ in each of the years ____ to ____
      (inclusive), to whomever is the registered holder (as defined in the
      conditions appearing on the reverse side hereof) of the Debenture on the
      date specified for such payment, all subject to what is set forth in the
      conditions appearing on the reverse side hereof and subject to the Deed of
      Trust dated February 18, 2010 between the Company, of the one part, and
      Hermetic Trust (1975) Ltd. and/or whoever serves from time to time as
      trustee for the debenture holders under the Deed of Trust (“the Trustee” and “the Deed of Trust”,
      respectively).

            2.

            This
      Debenture bears interest at the annual rate of interest specified above
      which will be paid at the times as mentioned in the conditions appearing
      on the reverse side hereof.

            3.

            This
      Debenture will be [linked / unlinked] (principal and interest), as more
      fully particularized in the conditions appearing on the reverse side
      hereof.

            4.

            This
      Debenture is issued as part of Series _ of the Debentures the terms and
      conditions of which are identical to the terms and conditions of this
      Debenture (“the Relevant
      Series”), subject to the conditions set forth appearing on the
      reverse side hereof and in accordance with the Deed of Trust (hereinafter:
      “Deed of Trust”)
      dated February 18, 2010, which was signed between the Company and Hermetic
      Trust (1975) Ltd. (hereinafter: “the Trustee”), and are
      not secured by any charge.

            5.

            It
      is clarified that the provisions of the Deed of Trust shall constitute an
      integral part of the provisions of this Debenture and shall be binding on
      the Company and on the holders of the Debentures included in the
      abovementioned series.  In every case of a conflict between the
      contents of this certificate and the contents of the Deed of Trust, the
      provisions of the Deed of Trust shall
prevail.

34

            6.

            Payment
      of the principal and the last payment of interest shall be made against
      surrender of the Debenture to the Company at its registered office, as
      mentioned in the conditions appearing on the reverse side hereof, or at
      such other place of which the Company shall give notice, not later than
      five business days before the date of
payment.

            7.

            All
      the Debentures of this series shall rank pari passu with one
      another, without any series having a preferential right over
      another.

            8.

            The
      Company is entitled at any time and from time to time (whether by private
      placement or by an offering to the public) and in its sole discretion,
      without the necessity for the consent of the debenture holders or of the
      Trustee or the giving of notice to that effect to any of them, including a
      related corporation of the Company, to issue debentures of a different
      class or other series of debentures or other securities of any sort, with
      or without ancillary rights to purchase shares of the Company, on such
      conditions as to interest, linkage, collateral security, repayment, and
      other conditions as the Company shall see fit, whether more favorable than
      the terms and conditions of the Debentures, or equal or inferior
      thereto.  In addition, the Company reserves the right to enlarge
      the series from time to time in its sole discretion, in accordance with
      the provisions of any law and subject to the provisions of Paragraph 2.3
      of the conditions appearing on the reverse side hereof, provided that the
      enlargement of the series shall be made subject to obtaining prior
      approval of the rating company to the effect that such enlargement of the
      series will not adversely affect the rating of the Debentures as
      prevailing for the time being.

            9.

            Any
      transfer of the Debentures is subject to the restrictions on transfer as
      set forth in Paragraph 8 of the conditions appearing on the reverse side
      of the debenture certificate.

Signed by
the Company on ______________

              Blue
      Square – Israel Ltd.

By
–

              Authorized
      signatory: __________________________  

               Authorized
      signatory:
__________________________

I the
undersigned ______________, Adv., certify that this debenture certificate was
duly signed by Blue Square – Israel Ltd. in accordance with its Articles, by
______________and _____________ and that their signatures bind the Company for
purposes of this Debenture.

_______________________
______________,
Adv.
 
00

XXXX XXXXXX – ISRAEL
LTD.

FIRST
SCHEDULE

DEBENTURE CERTIFICATE
(SERIES H TO J)

A
Debenture is hereby issued which is repayable in _______ payments in the years
_______ to _______ (inclusive), [bearing / not bearing] [annual interest /
linkage differences] as stated below.

Registered Debentures
(Series H to J)

Certificate
number:                     
 
Total par value of the Debentures
contained in this certificate – NIS____.
Registered owner of the Debentures
contained in this certificate _______________.

            1.

            This
      certificate witnesses that Blue Square – Israel Ltd. (hereinafter: “the Company”) will pay
      ___% of the par value of the Debentures contained in this certificate on
      the ___ day of _____________ in each of the years ____ to ____
      (inclusive), to whomever is the registered holder (as defined in the
      conditions appearing on the reverse side hereof) of the Debenture on the
      date specified for such payment, all subject to what is set forth in the
      conditions appearing on the reverse side hereof and subject to the Deed of
      Trust dated February 18, 2010 between the Company, of the one part, and
      Hermetic Trust (1975) Ltd. and/or whoever serves from time to time as
      trustee for the debenture holders under the Deed of Trust (“the Trustee” and “the Deed of Trust”,
      respectively).

            The
      Debentures are convertible into shares of the Company, in accordance with
      the conditions appearing on the reverse side
  hereof.

            2.

            This
      Debenture bears interest at the annual rate of interest specified above
      which will be paid at the times as mentioned in the conditions appearing
      on the reverse side hereof.

            3.

            This
      Debenture will be [linked / unlinked] (principal and interest), as more
      fully particularized in the conditions appearing on the reverse side
      hereof.

            4.

            This
      Debenture is issued as part of Series _ of the Debentures the terms and
      conditions of which are identical to the terms and conditions of this
      Debenture (“the Relevant
      Series”), subject to the conditions set forth appearing on the
      reverse side hereof and in accordance with the Deed of Trust (hereinafter:
      “Deed of Trust”)
      dated February 18, 2010, which was signed between the Company and Hermetic
      Trust (1975) Ltd. (hereinafter: “the Trustee”), and are
      not secured by any charge.

            5.

            It
      is clarified that the provisions of the Deed of Trust shall constitute an
      integral part of the provisions of this Debenture and shall be binding on
      the Company and on the holders of the Debentures included in the
      abovementioned series.  In every case of a conflict between the
      contents of this certificate and the contents of the Deed of Trust, the
      provisions of the Deed of Trust shall
prevail.

36

            6.

            Payment
      of the principal and the last payment of interest shall be made against
      surrender of the Debenture to the Company at its registered office, as
      mentioned in the conditions appearing on the reverse side hereof, or at
      such other place of which the Company shall give notice, not later than
      five business days before the date of
payment.

            7.

            All
      the Debentures of this series shall rank pari passu with one
      another, without any series having a preferential right over
      another.

            8.

            The
      Company is entitled at any time and from time to time (whether by private
      placement or by an offering to the public) and in its sole discretion,
      without the necessity for the consent of the debenture holders or of the
      Trustee or the giving of notice to that effect to any of them, including a
      related corporation of the Company, to issue debentures of a different
      class or other series of debentures or other securities of any sort, with
      or without ancillary rights to purchase shares of the Company, on such
      conditions as to interest, linkage, collateral security, repayment, and
      other conditions as the Company shall see fit, whether more favorable than
      the terms and conditions of the Debentures, or equal or inferior
      thereto.  In addition, the Company reserves the right to enlarge
      the series from time to time in its sole discretion, in accordance with
      the provisions of any law and subject to the provisions of Paragraph 2.3
      of the conditions appearing on the reverse side hereof, provided that the
      enlargement of the series shall be made subject to obtaining prior
      approval of the rating company to the effect that such enlargement of the
      series will not adversely affect the rating of the Debentures as
      prevailing for the time being.

            9.

            Any
      transfer of the Debentures is subject to the restrictions on transfer as
      set forth in Paragraph 8 of the conditions appearing on the reverse side
      of the debenture certificate.

Signed by
the Company on ______________

_______________________
Blue
Square – Israel Ltd.
 
By
–

              Authorized
      signatory: ______________________________

              Authorized
      signatory:
_______________________

I the
undersigned ______________, Adv., certify that this debenture certificate was
duly signed by Blue Square – Israel Ltd. in accordance with its Articles, by
______________and _____________ and that their signatures bind the Company for
purposes of this Debenture.

_______________________
______________,
Adv.

37

CONDITIONS APPEARING ON
REVERSE SIDE

            1.

            General

In this
Debenture the following terms and expressions will have the following meanings,
unless a different intention is to be inferred from the context:

                          “The
      Company” -

                          Blue
      Square – Israel Ltd.;

                          “This
      Deed” or “the Deed of Trust”

                          This
      Deed of Trust including the schedules and appendices attached hereto and
      forming an integral part hereof;

                          “The
      Trustee” -

                          The
      Trustee mentioned at the head of this Deed and/or whoever holds office
      from time to time as trustee for the debenture holders pursuant to this
      Deed;

                          “The
      Shelf Prospectus”

                          The
      Company’s Shelf Prospectus which is due to be published in February
      2010;

                          “Offering
      Report” or “the Shelf Offering Report”

                          The
      offer of the Debentures of any of the series in accordance with the Shelf
      Prospectus, which is made by way of an offering report in accordance with
      the provisions of Section 23A of the Law, in which all the special details
      attaching to that offer will be completed, including the composition of
      the units offered, in accordance with the provisions of any law and in
      accordance with the regulations and directives of the Stock Exchange, as
      in force for the time being;

                          “The
      Law”

                          The
      Securities Law, 5728-1968 and the regulations made pursuant thereto as in
      force from time to time;

                          “Register”

                          Register
      of debenture holders as stated in Clause 24 of this
  Deed;

                          “Stock
      Exchange”

                          The
      Tel Aviv Stock Exchange Ltd.;

                          “Consumer
      Price Index” or “the Index” -

                          The
      price index known as “the Consumer Price Index” including fruit and
      vegetables and which is published by the Central Bureau of Statistics and
      Economic Research, and including such index even if it is published by
      another official body or institution, and also including any other
      official index that may come in its stead, whether or not same is
      structured on the same data on which the existing index is
      structured.  If another index should replace it which is
      published by such body or institution, and such body or institution has
      not fixed the ratio between that index and the replaced index, the
      aforesaid ratio will be determined by the Central Bureau of Statistics,
      and if such ratio is not fixed as aforesaid, then it will be determined by
      the Trustee for the relevant series, after consultation with economic
      experts who will be selected by
it;

38

                “The
      known index” at any date -

                The
      last known index before such date;

                “The
      basic index” in respect of each relevant series -

                The
      index which is known on a particular day, which shall be specified in the
      first offering of such relevant series;

                “The
      payment index” -

                The
      index which is known on the date fixed for any payment on account of
      principal and/or interest.  The Company shall specify in the
      first offering report whether protection will apply to the principal
      and/or the interest of the Debentures, as described below:
 
If
      in the first offering report of the relevant series it is specified that
      the principal and/or the interest is linked to the index and that
      protection will apply to the principal and/or the interest of the
      Debentures, namely: in the event that the known index on the date fixed
      for the relevant payment is lower than the basic index, then the payment
      index will be the basic index.  If it is stated in the first
      offering report of the relevant series that the principal and/or the
      interest are linked to the index and that no protection as aforesaid will
      apply to the principal and/or the interest of the Debentures, i.e. – the
      payment index will be the known index on the date specified for the
      relevant payment even if that index is lower than the basic
      index.  If the Company has not stated in the first offering
      report whether or not protection will apply as aforesaid, then no
      protection will apply;

                “Business
      day” or “banking business day” -

                Any
      day on which most of the banks in Israel are open for the execution of
      transactions;

                “Trading
      day abroad” -

                Any
      day on which a quotation of base interest is fixed in relation to foreign
      currency as published on Reuters Information Service or any other source
      of information that may be specified in the first offering report of the
      Debentures of the relevant series;

                “Principal”
      -

                The
      par value of the Debentures of the relevant series;

                “Special
      resolution” -

                A
      resolution passed by a general meeting of the debenture holders of the
      relevant series, at which the holders of at least fifty percent (50%) of
      the balance of the par value of the Debentures of such series that are in
      circulation were personally present or represented by proxy, or at an
      adjourned meeting at which the holders of at least ten percent (10%) of
      the aforesaid balance were personally present or represented by proxy, and
      which was passed (whether at the original meeting or at the adjourned
      meeting) by a majority of at least seventy-five percent (75%) of all the
      votes participating in the vote, excluding
  abstentions;

39

                “The
      nominee company” -

                The
      Bank Hapoalim Nominee Company Ltd.

                “Series
      of Debentures” or “the relevant series” -

                Series
      of Debentures that will be called Series C to G and/or Series H to J of
      the Company’s Debentures, where each of the series of these Debentures
      will be to an aggregate par value of up to NIS 1,500,000,000, registered
      in the name of the holder, the conditions of each of which is in
      accordance with the debenture certificate of that series and the first
      offering report of the Debentures of that series, which will be issued
      from time to time by the Company in its sole
discretion.

                “Trading
      day” -

                Any
      day on which transactions are executed on the Tel Aviv Stock
      Exchange.

                “Stock
      Exchange Clearing House” -

                The
      Tel Aviv Stock Exchange Clearing House Ltd.

                “Foreign
      currency” -

                Not
      more than one foreign currency in respect of each relevant series, as
      shall be specified in the first offering report of the Debentures of that
      series.

                “Foreign
      currency rate” -

                The
      representative rate of the foreign currency as published by the Bank of
      Israel, or any official rate of exchange of the foreign currency against
      Israeli currency that may replace the aforesaid representative rate and
      which prevails for the time being with respect to government bonds linked
      to the aforesaid foreign currency rate, and in the absence of such rate,
      as shall be determined as between the Company and the
    Trustee.

                “Known
      rate” on any
date
      -

                The
      last foreign currency rate fixed by the Bank of Israel before such
      date.  However in a period in which the Bank of Israel does not
      make a practice of fixing a representative rate, the known rate on any
      date will be the rate last fixed before that date by the Minister of
      Finance together with the Governor of the Bank of Israel for government
      bonds linked to the foreign currency rate, and in the absence of such
      rate, as shall be determined  as between the Company and the
      Trustee;

                “Basic
      rate” with respect to any relevant series -

                The
      known rate on a particular day, which will be specified in the first
      offering report of that relevant series;

                “The
      payment rate” -

                The
      known rate at the time of actual payment.

                “Prime”
      or “prime interest” -

                For
      a specific day: the average prime interest for that day as published by
      Bank Hapoalim B.M., Bank Leumi le-Israel B.M. and the Israel Discount Bank
      Ltd.;

40

                “Bank
      of Israel interest” -

                The
      rate of interest for unlinked new shekels which the Governor of the Bank
      of Israel announces from time to time as the declared rate of interest of
      the Bank of Israel, or any rate of interest that may be fixed by any
      competent authority instead of the aforesaid rate;

                “Telbor
      interest” -

                Tel
      Aviv Interbank Offered Rate – the rate of interest for Interbank loans in
      shekels, which is calculated on the basis of interest offers given by a
      number of banks in Israel, for the period as will be specified in the
      first offering report of the relevant series, as appears on the sampling
      day (if it is on Mondays to Thursdays – at 13:00 or thereabouts, and if it
      is on a Friday, at 12:00 or thereabouts) on the Reuters Information
      distribution system or on another source of information as will be agreed
      between the Company and the Trustee and which will be mentioned in the
      first offering report of the Debentures of the relevant
      series;

                “LIBOR
      interest” -

                London
      Interbank Offered Rate – the rate of interest offered on the Interbank
      market in London on US dollar deposits for the period as will be specified
      in the first offering report of the relevant series (for one week, one
      month, three months, six months, etc.) as will be quoted on the sampling
      day, at 11:00 London time or thereabouts, on the LIBOR01 page published by
      Reuters Information Service or, if that page is replaced by another page,
      as is quoted on the sampling day, at the aforesaid time or shortly
      thereafter, on such other page;

                “Euribor
      interest” -

                Euro
      Interbank Offered Rate – the rate of interest offered on the Interbank
      market for euro deposits for the period as will be specified in the first
      offering report of the relevant series (for one week, one month, three
      months, six months, etc.) as will be quoted on the sampling day, at 11:00
      central European Time (CET) or thereabouts, on the Euribor01 page which is
      published by Reuters Information Service (or if that page is replaced by
      another page, then as quoted at the aforesaid time or shortly thereafter
      on such other page), or on another information source that will be
      mentioned in the first offering report of the Debentures of the relevant
      series;

                “Government
      bond at variable interest” -

                A
      series of government bonds at variable interest which was issued in
      accordance with the State Loan Regulations (Debentures of Government Bond
      Type – Variable Interest), 5766-2006, as will be published by the
      Government Bond Management Unit at the office of the
      Accountant-General.  The relevant series of government bonds and
      the date of maturity thereof will be mentioned in the first offering
      report of the Debentures of that series that will be
    offered;

41

                “The
      base interest” -

                LIBOR
      interest or Telbor interest or Euribor interest or Bank of Israel interest
      or prime interest or Xxxxx yield for one year or the interest which
      government bonds at variable interest bear, as will be specified in the
      first offering report of the relevant series;

                “Xxxxx”
      -

                Bonds
      issued in series by the State of Israel with the objective of being a
      short-term loan which the State of Israel borrows in accordance with the
      provisions of the Short-Term Loan Law, 5744-1984 and/or any law which may
      come in its stead and/or in addition thereto, which are listed for trading
      on the Tel Aviv Stock Exchange and which are sold in a tender by the Bank
      of Israel and do not bear interest and/or linkage
    differences;

                “Xxxxx
      for one year” -

                A
      Xxxxx series which is in circulation the maturity date of which was fixed
      for the nearest period to a period of 12 months from the sampling date (as
      defined below), provided that the maturity date is at least 10 days from
      the sampling date.  In the event that on the sampling date no
      such Xxxxx exists, the Xxxxx for one year will be other government bonds
      in shekels which do not bear linkage differences and do not bear variable
      interest, that are listed for trading on the Tel Aviv Stock Exchange and
      the maturity date of which is fixed for a period which is closest to 12
      months from the sampling date.  The relevant Xxxxx series and
      the maturity date thereof will be specified in the first Shelf Offering
      Report of the Debentures.

                “Sampling
      date” with respect to any interest period -

                With
      respect to LIBOR interest or Euribor interest – the business day abroad
      which falls two (2) business days abroad before the first day of any such
      interest period; with respect to Telbor interest – the banking business
      day which falls two (2) business days before the first day of any interest
      period; and with respect to Bank of Israel interest, prime interest, Xxxxx
      yield and interest on government bonds at variable interest – the first
      day of any interest
period.

The terms
and conditions of the Debentures (the conditions appearing on the reverse side)
form an integral part of the provisions of the Deed of Trust, and provisions of
the Deed of Trust shall be deemed to have been expressly included in these
conditions of Debentures.  In every case of a conflict between what is
stated in the Debenture and what is stated in the Deed of Trust, the provisions
of the Deed of Trust shall take precedence and shall prevail.

            2.

            The
      Debentures

            2.1

            The
      Debentures contained in this certificate are part of a series of up to
      five (5) series of Debentures (Series C to G) or up to three (3) series of
      Debentures (Series H to J), where each of these series of Debentures will
      be to an aggregate par value of up to NIS 1,500,000,000, registered in the
      name of the holder.  The Debentures of each of the aforesaid
      series will be repayable (principal), will have linkage basis (or without
      linkage), type of interest (or absence of interest) and interest rate or
      margin above or below the base interest which the principal of the
      Debentures of each of the aforesaid series will bear, or without interest
      which the principal of the Debentures of each of the aforesaid series will
      bear, as the case may be, are all as described in Paragraphs 3-5
      below.

42

            2.2

            The
      Debentures of Series H to J will be convertible into ordinary shares of
      NIS 1 par value each of the Company, on any trading day commencing from
      the listing of such Debentures for trading on the Stock Exchange and up to
      a number of days before the end of the period of the Debentures of that
      series, except a number of days before the effective date for partial
      redemption in accordance with the Stock Exchange directives as prevailing
      at the date of the offering report, as defined in Clause 1.5 of the Deed
      of Trust, and up to the date of effecting of the partial redemption, at a
      conversion rate which shall not be less than the par value of the ordinary
      shares at the date of the first offering report of the Debentures of
      Series H to J (subject to adjustments as mentioned in Paragraphs 6.1 and
      6.3 below), in such manner and on such conditions, as shall be
      particularized in the first offering report while the Debentures of each
      of the aforesaid series, in accordance with the specification of these
      details by the Company immediately prior to the initial offering of the
      Debentures of the relevant series.  For further details see also
      Paragraph 6 below.

            2.3

            Enlargement of the
      series

            With
      regard to enlargement of a series, see Clause 3.3 of the Deed of
      Trust.

            2.4

            Issue of additional
      securities

            With
      regard to an issue of additional securities, see Clause 3.4 of the Deed of
      Trust.

            2.5

            Collateral
      security

            With
      regard to collateral security that may be imposed on the Debentures
      contained in this certificate, see Clause 6 of the Deed of
      Trust.

            3.

            The
      principal

            3.1

            The
      principal of the Debentures of Series C to G and of Series H to J which
      will be offered pursuant to this Shelf Prospectus and the linkage basis of
      the principal are as follows:

            3.1.1

            The
      principal of the Debentures of Series C to G will be repaid in one payment
      or in a number of equal payments which shall not exceed four quarterly
      payments in a year, as will be prescribed in the first offering report, at
      the times as will be specified in the first offering report of the
      aforesaid relevant series and subject to the conditions of linkage as
      stated below in this paragraph.

43

            3.1.2

            The
      principal of the Debentures of Series H to J will be repaid (..) one
      payment or in a number of equal payments which shall not exceed four
      quarterly payments in a year, as will be prescribed in the first offering
      report, at the times as will be specified in the first offering report of
      the aforesaid relevant series and subject to the conditions of linkage as
      stated below in this paragraph.

            3.1.3

            The
      principal and the interest of the Debentures of the relevant series may be
      linked to one of the linkage bases described below or may be without
      linkage, as will be specified in the first offering report of that series,
      coupled with reference to the definitions of the linkage bases described
      below:

            3.1.3.1

            Linkage to the
      index

If it is
stated in the conditions of the relevant series that the principal and the
interest of the Debentures of that series are linked to the index, then the
linkage of the principal and the interest to the index will be done in a manner
that if it becomes apparent at any date of payment on account of principal
and/or interest in respect of these Debentures that the payment index is higher
than the basic index, then the Company will pay such payment of principal and/or
interest where same is increased proportionately to the percentage rise in the
payment index as against the basic index.  The Company will state in
the offering report whether, in a case where the payment index is lower than the
basic index, protection will apply or will not apply as described below: if in
the first offering report of the relevant series it is specified that the
principal and/or the interest are linked to the index and that protection will
apply to the principal and/or the interest of the Debentures, i.e.: in a
situation where the known index on the date fixed for the relevant payment is
lower than the basic index, the payment index will be the basic
index.  If in the first offering report of the relevant series it is
specified that the principal and/or interest are linked to the index and that no
such protection will apply to the principal and/or interest of the Debentures,
i.e.: the payment index will be the known index on the date fixed for the
relevant payment even if that index is lower than the basic index.  If
the Company has not specified in the first offering report whether or not
protection will apply as aforesaid, no protection will apply.

The
interest that will be paid in respect of the Debentures of that series will be
interest at the rate fixed in the manner stated in Paragraph 4.1
below.

44

            3.1.3.2

            Linkage to foreign
      currency

If it is
prescribed in the conditions of the relevant series that the principal and the
interest of the Debentures of that series are linked to foreign currency, then
linkage thereof to foreign currency will be made in a manner whereby if it
becomes apparent on any date of payment on account of principal and/or interest
in respect of these Debentures that the payment rate is higher than the basic
rate, then the Company will pay such payment of principal and/or interest where
it is increased proportionately to the percentage rise in the payment rate as
compared with the basic rate.  In a situation in which the payment
rate is lower than the basic rate, the Company will specify in the first
offering report of that series whether protection will apply to the principal
and/or the interest of the Debentures (that is to say: if the payment rate is
lower than the basic rate, the payment rate will be the basic rate) or that no
such protection will apply (that is to say: the payment rate will be the known
rate at the time of payment even if that rate is lower than the basic
rate).  If in the first offering report the Company has not specified
whether or not protection as aforesaid will apply, then no protection shall
apply.

The
interest that will be paid in respect of the Debentures of that series will be
interest at the rate fixed in the manner stated in Paragraph 4.3 below, or
variable interest (LIBOR interest or Euribor interest, as shall be specified in
the first offering report of the relevant series, plus or minus a margin that
will be stated in the aforesaid offering report or will be fixed in a tender) as
described in Paragraph 4.3.2 below.

            3.1.3.3

            Unlinked
      Debentures

If it is
stipulated in the conditions of the relevant series that there will be no
linkage of the principal and the interest of Debentures of that series, the
principal will be denominated in new shekels.  In such case, the
interest in respect of the Debentures of that series will also not be linked to
any index or to any currency.

The
interest that will be paid in respect of the Debentures of that series will be
interest at a rate fixed as stated in Paragraph 4.2 below, or interest at a
variable rate (Bank of Israel interest or Telbor interest, or prime interest, or
Xxxxx yield for one year, or the interest which government bonds at variable
interest bear, as shall be specified in the first offering report of the
relevant series, plus or minus a margin that will be stated in the aforesaid
offering report or which will be fixed in a tender (as described in Paragraph
4.2.3 below).

            3.1.3.4

            Notwithstanding
      the contents of the Stock Exchange regulations and directives, the method
      of linkage of the principal and/or the interest will not change during the
      period of the Debentures, and the linkage of each series will relate to
      not more than one linkage basis, to the extent that the Debentures are
      linked to any linkage basis.

45

            4.

            Interest

The
interest on the Debentures of Series C to G and of Series H to J which will be
offered pursuant to the Company’s Shelf Prospectus will be as
follows:

The
principal of the Debentures of the relevant series will bear interest, or will
not bear interest, as shall be specified in the first offering report of that
series, and if the principal does bear interest as aforesaid – the mechanisms
for calculating the interest will be described in the offering report together
with reference to the interest mechanisms described below:

            4.1

            Interest on principal
      that is linked to the index

            The
      principal of the Debentures, if the Debentures are linked to the Consumer
      Price Index, will bear interest linked to the aforesaid index, at a fixed
      rate which will be specified in the first offering report of that series
      and/or will be determined in a tender in accordance with the aforesaid
      offering report.

            4.2

            Interest on unlinked
      principal

The
principal of the Debentures, if the Debentures are not linked to any index or to
any currency, will bear unlinked interest at a fixed rate or at a variable
interest rate , as described below:

            4.21

            Fixed shekel
      interest – interest at a fixed rate that will be specified in the
      first offering report of that series and/or will be determined in a tender
      pursuant to the aforesaid offering
report.

            4.2.2

            Interest at a variable
      rate on a basis that if the tender is held on the price of the unit, the
      margin above or below the base interest will be specified in the first
      offering report of the relevant series, and if the price of the unit is to
      be set (without a tender) in the first offering report of the relevant
      series, the margin above or below the base interest will be determined
      according to the tender, where in both cases the base interest is Bank of
      Israel interest or Telbor interest or prime interest as will be specified
      in the aforesaid offering report – the rate of interest in respect
      of any interest period of the Debentures will be determined according to
      the aforesaid base rate of interest (at the Bank of Israel interest or
      Telbor interest or prime interest, which will be specified in the
      aforesaid report), as will be quoted on the sampling day.  The
      Company shall file an immediate report within four (4) days from the
      sampling day in regard to the rate of interest that will be determined as
      aforesaid.  It is emphasized that the rate of Bank of Israel
      interest and/or Telbor interest and/or prime interest as aforesaid are
      determined on only one particular sampling day in relation to any interest
      period.  The rate of Bank of Israel interest and/or Telbor
      interest and/or prime interest may vary during the course of an interest
      period (for example: as a result of inflationary or other changes), but
      the rate of Bank of Israel interest and/or Telbor interest and/or prime
      interest that were determined on the sampling day shall not change during
      that interest period.

46

            4.2.3

            Interest at a variable
      rate on a basis that if the tender is held on the price of a unit, the
      margin above or below the base interest will be specified in the first
      offering report of the relevant series, and if the unit price is to be set
      (without a tender) in the first offering report of the relevant series,
      the margin above or below the base interest will be determined according
      to the tender, where the base interest is the yield on Xxxxx for one year,
      as will be specified in the aforesaid offering report
    –

The rate
of interest in respect of each interest period will be determined according to
the margin on the fixed rate above or below the yield on Xxxxx for one year that
will be determined in the first offering tender by way of a tender on the margin
as described in Paragraph 2.4 of the Prospectus or a margin at a fixed rate as
shall be stated in the first Shelf Offering Report in an offering by way of a
tender on the price as described in Paragraph 2.5 of the Prospectus, where the
yield on Xxxxx for one year will be calculated on the sampling day, as the
average of the yield on Xxxxx for one year on a number of trading days before
the sampling day, as shall be specified in the Shelf Offering
Report.  The Company shall file an immediate report, within four
trading days of the sampling day, giving notice of the rate of interest that
will be fixed as aforesaid.  It is emphasized that the rate of the
yield on Xxxxx for one year as aforesaid is determined only on a particular
sampling day in relation to any interest period.  The rate of the
yield of Xxxxx for one year is likely to vary during the interest period (for
example: as a result of inflationary and other changes), but the rate of the
yield on Xxxxx for one year which was determined on the sampling day will not
change during that interest period.

            4.2.4

            Interest at a variable
      rate where if the tender is held on the unit price, the margin above or
      below the base interest will be specified in the first offering report of
      the relevant series, and if the unit price is to be set (without a tender)
      in the first offering report of the relevant series, the margin above or
      below the base interest will be determined according to the tender, where
      the base interest is the interest which government bonds at variable
      interest bear:

The rate
of interest in respect of any interest period will be determined according to a
margin at a fixed percentage above or below the rate of interest which
government bonds at variable interest bear, as will be specified in the first
offering report in the form of a tender on the percentage margin, as described
in Paragraph 2.4 of the Prospectus, or a margin at a fixed percentage as shall
be prescribed in the first Shelf Offering Report in an offer by way of a tender
on the price, as described in Paragraph 2.5 of the Prospectus.  The
annual interest for each of the interest periods will be determined according to
the rate of interest which the relevant government bond at variable interest
bears on the sampling date – relevant variable interest.  The Company
shall lodge an immediate report, after the date of publication of the variable
interest by the Government Bond Management Unit at the Accountant-General, at
the latest four trading days from the start of each interest period, giving
notice of the rate of interest that was determined as aforesaid (base interest
plus margin).  It is clarified that the times of payment of the
interest that will be set by the Company in the Shelf Offering Report, shall be
set for a date which is not later than 14 days after the dates of payment of the
interest on the relevant government bond at variable interest, and the length of
the interest period, except the first interest period (which is likely to be
shorter) shall be the same as the length of the interest periods in respect of
the relevant “government bonds – at variable interest".

47

            4.3

            Interest on principal
      which is linked to foreign
currency

The
principal of the Debentures, if the Debentures are linked to foreign currency,
shall bear interest linked to such foreign currency, where the interest is at a
fixed rate or a variable rate, as described below:

            4.3.1

            Fixed interest linked
      to foreign currency – interest which is linked to foreign currency
      where the interest is at a fixed percentage that will be specified in the
      first offering report of that series and/or will be fixed in a tender in
      accordance with the aforesaid offering
report.

            4.3.2

            Interest at a variable
      rate on a basis that if the tender is held on the unit price, the margin
      above or below the base interest will be specified in the first offering
      report of the relevant series, and if the unit price is to be set (without
      a tender) in the first offering report of the relevant series, the margin
      above or below the base interest will be determined by way of a tender,
      and where the base interest is LIBOR or Euribor interest, as specified in
      the aforesaid offering report – the rate of interest in respect of
      each interest period of the Debentures will be determined according to the
      aforesaid base interest rate (LIBOR interest or Euribor interest as stated
      in the aforesaid offering report), for a period which will be specified in
      the aforesaid offering report, as quoted on the sampling
      day.  The Company shall within four (4) days from the sampling
      date lodge an immediate report regarding the rate of interest that will be
      determined as aforesaid.  Such base interest will be interest as
      prevailing in relation to the currency to which the principal of the
      Debentures is linked.  It is emphasized that the LIBOR interest
      rate or the Euribor interest rate as aforesaid are fixed on a particular
      sampling day solely in relation to any interest period.  The
      LIBOR interest rate or the Euribor interest rate are likely to vary during
      the course of the interest period (for example: as a result of
      inflationary and other changes), but the LIBOR interest rate or the
      Euribor interest rate that were fixed on the sampling day shall not change
      during that interest period.

            4.4

            Notwithstanding
      the contents of Paragraphs 4.1 – 4.3 above, it will be possible to offer
      Debentures of any series as aforesaid, in the scope of a non-uniform offer
      as referred to in Paragraph 2.6 to the Prospectus, and in such case the
      rate of interest or the margin above the base interest and the unit price
      will not be determined in a tender, but will be particularized in the
      Shelf Offering Report.

48

            4.5

            The
      rate of interest in respect of the first interest period of Debentures of
      the relevant series will be stated in the first offering report of that
      series and/or in a report which the Company will publish regarding the
      results of the tender in connection with the rate of interest and/or in
      relation to Debentures bearing variable interest, as the case may be,
      according to the fixed times on the sampling day as defined
      above.

            4.6

            It
      is clarified that in relation to Debentures which bear interest at a
      variable rate, it is to be expected that the rate of interest payable in
      respect of each interest period will be a different rate of interest as
      described above.

            4.7

            The
      rate of interest that will be set in respect of each relevant series will
      be an annual rate.  If the conditions of the tenders specify
      that the interest in respect thereof will be paid at more than one time in
      a year, payment of the interest that will be paid on each interest payment
      date will be calculated according to the annual rate of interest where
      same is divided by the number of payments per annum that are specified
      according to the conditions of the Debentures of the relevant
      series.  In the first offering report or in the report on the
      results of the issue, as the case may be, the Company will specify the
      annual rate of interest as well as the rate thereof where it is divided by
      the number of annual, half-yearly, or quarterly payments, as the case may
      be, in a case where the interest is payable on more than one
      date.

            4.8

            The
      interest in respect of the Debentures of the relevant series will be paid
      in a number of payments which shall not exceed four quarterly payments in
      a year and which will be particularized in the first offering report of
      that series, in respect of the interest period which ended on the date of
      payment (“the Interest
      Period”).  The first Interest Period of the Debentures of
      the relevant series will start on the date of clearing which will be
      mentioned in the aforesaid offering report and will end on the first date
      of payment of the interest.  Any additional Interest Period of
      the Debentures of the relevant series will start on the first day
      following the end of the immediately preceding Interest Period, and will
      end on the date of payment which first follows the date of commencement
      thereof.  The interest for the first Interest Period will be
      calculated according to the number of days in this period on a basis of
      365 days in a year.

            4.9

            The
      last payment of interest on the principal of the Debentures of the
      relevant series will be paid together with the last payment on account of
      the principal of the Debentures of that series, which shall be done
      against surrender to the Company of the certificates of Debentures of that
      series.

            5.

            Payments
      of principal and interest on the
  Debentures

            5.1

            The
      payments on account of the interest and/or the principal of the Debentures
      of the relevant series which shall be offered pursuant to this Shelf
      Prospectus will be paid to the persons whose names are registered in the
      register for that series at the times as specified in the first offering
      report of that series, in accordance with the provisions of the Stock
      Exchange Regulations as in force for the time being (“the Effective Date for the
      Relevant Series”), except for the last payment of the principal and
      the interest which will be made against surrender to the Company of the
      certificates of debenture of that series, at the Company’s registered
      office or at such other place of which the Company shall give notice not
      later than five (5) business days before the date of the last
      payment.

49

            It
      is clarified that anyone who is not registered in the register with
      respect to the relevant series on the Effective Date for the Relevant
      Series will not be entitled to payment of interest in respect of the
      Interest Period the commencement of which was before that
      date.

            5.2

            In
      every case in which the date for making the payment on account of
      principal and/or interest falls on a day which is not a business day, the
      date of payment will be postponed to the first following business day
      thereafter without an increment in payment, and “the Effective Date” for
      purposes of determining the entitlement to redemption or to interest will
      not change by virtue of this.

            5.3

            The
      Company will be entitled to state in the first Shelf Offering Report in
      respect of each series of Debentures whether penalty interest will be
      payable in respect of a default in payment on account of principal and/or
      interest, and in a situation that such interest will be payable, the
      Company shall specify in the Shelf Offering Report the time at which the
      Company will publish an immediate report in which it gives notice of the
      date of payment of such interest.  In a situation in which such
      interest is payable, the Company shall publish an immediate report in
      relation to the rate thereof and the times for payment
      thereof.  If the Company has not specified as aforesaid, no
      penalty interest will be payable in respect of such default in
      payment.

            5.4

            Payment
      of the principal and the interest will be made subject to the conditions
      of linkage as set forth in Paragraphs 3-4 above, if
  any.

            5.5

            Payment
      to the entitled persons will be made by check or by bank transfer to the
      credit of the bank account of the persons whose names are registered in
      the register with respect to the relevant series, which will be indicated
      in the details they will furnish in good time in writing to the Company,
      in accordance with the contents of Clause 25 of the Deed of
      Trust.  If the Company is unable to pay any amount to the
      persons entitled thereto, for a reason which is not dependent on it, the
      provisions of Paragraph 7 below will
apply.

            5.6

            A
      holder of Debentures of the relevant series shall notify the Company of
      the details of the bank account to be credited with payment to such holder
      in respect of the Debentures of that series as aforesaid, or about a
      change in the details of the aforesaid account or in his address, as the
      case may be, by way of written notice to be sent to the Company by
      registered mail.  The Company will be obliged to act in
      accordance with the holder’s notification regarding such change after the
      elapse of fifteen (15) business days from the date on which the holder’s
      notification reached the
Company.

50

            5.7

            If
      a holder of the Debentures who is entitled to payment as aforesaid has not
      furnished the Company with details regarding his bank account in good
      time, every payment on account of the principal and the interest will be
      made by way of check, which will be sent by registered mail to his last
      address as recorded in the register for the relevant
      series.  The sending of a check to the entitled person by
      registered mail as aforesaid shall for all intents and purposes be deemed
      to be payment of the amount denominated in the check on the date of its
      posting, provided that the check was met upon due presentation thereof for
      collection.

            5.8

            Any
      compulsory payment as required according to law will be deducted from
      every payment in respect of the Debentures of the relevant
      series.

            6.

            Right
      to convert Debentures of Series H to J into shares (“the Convertible
      Debentures”)

This
Paragraph 6 will only apply in relation to each of the series of Debentures
(Series H to J) separately and independently from any other series.

            6.1

            Conversion
      conditions

            6.1.1

            On
      any trading day commencing from the first listing for trading of each of
      the series of Convertible Debentures on the Stock Exchange and up to a
      number of days before the end of the period of the Debentures of that
      series, in accordance with the directives of the Stock Exchange as
      applicable at the date of the first offering report in respect of that
      series and as will be particularized in the aforesaid offering report
      (“the Conversion
      Period”, and each trading day in the Conversion Period as aforesaid
      will henceforth be referred to as “the Conversion Date”,
      and the last day of the Conversion Period will be referred to below as
      “End of the Conversion
      Period”), except a number of days before the effective date for
      partial redemption in accordance with the regulations and directives of
      the Stock Exchange as in force on the date of the aforesaid offering
      report, and up to the date partial redemption is made, the balance of the
      principal of the Convertible Debentures of that series which are in
      circulation at the time will be convertible into fully paid-up registered
      ordinary shares of NIS 1 par value each of the Company (“the Conversion
      Shares”), according to a conversion rate that will be specified in
      the first offering report, which shall not be less than the par value of
      the Company’s ordinary shares at the date of the aforesaid offering report
      (“the Conversion
      Rate”), subject to adjustments as described below, and in the
      manner and on the conditions as will be particularized in the aforesaid
      offering report.

            6.1.2

            Every
      holder of the Convertible Debentures of any series wishing to convert the
      balance of the par value of the principal of the Convertible Debentures of
      that series held by him into Conversion Shares (“the Converting Party”),
      shall submit a written application to that effect on a form as will be
      devised by the Company, accompanied by the certificates of the Convertible
      Debentures to which the application relates, directly to the Company at
      its registered office (if those Debentures are registered in the name of
      the Converting Party in the register of that series) or through the Stock
      Exchange member (in a case in which those Debentures are held by the
      Converting Party through such Stock Exchange member) on the Conversion
      Dates, and under all circumstances not later than the end of the
      Conversion Period with respect to that series (“the Notice of
      Conversion”).

51

            6.1.3

            It
      will be possible in one Notice of Conversion to request the conversion of
      the balance of the par value of the principal of a number of Convertible
      Debentures of that series that are registered in the name of the same
      holder, and in such case all the certificates in respect of the
      Convertible Debentures to which such Notice of Conversion relates shall be
      attached thereto.

            6.1.4

            In
      the case of a conversion of the Convertible Debentures into shares in
      accordance with this paragraph with respect only to part of the amount of
      the par value of the Convertible Debentures registered in one certificate,
      it shall be necessary first to split the certificate of Convertible
      Debentures into a number of debenture certificates as required in the
      circumstances, in a manner that the sum total of the par value amounts of
      the Debentures recorded therein is equivalent to the par value amount of
      the debenture certificate which will be split as
  aforesaid.

            6.1.5

            The
      Notice of Conversion forms are obtainable at the registered office of the
      Company and at such other place of which the Company shall give
      notice.

            6.1.6

            The
      Converting Party shall at any time sign any document that is required
      according to any law and in accordance with the Company’s instructions for
      purposes of the allotment of the Conversion Shares.  The day on
      which the Company receives a Notice of Conversion directly from the
      Converting Party (in respect of Debentures held directly), or the Stock
      Exchange Clearing House receives Notice of Conversion of the Convertible
      Debentures from a Stock Exchange member (in respect of Debentures held
      through the nominee company), which comply with all the conditions set
      forth in the Prospectus, as the case may be, will be deemed to be the date
      of conversion (“the
      Conversion Date”).

            6.1.7

            If
      the Converting Party has not complied with all the conditions for
      conversion of the Convertible Debentures in full, the Notice of Conversion
      shall be deemed to be void, and the certificates in respect of the
      Convertible Debentures that were attached to such Notice of Conversion
      will be returned to the applicant.

            6.1.8

            A
      Notice of Conversion that has been lodged with the Company shall be
      irrevocable and incapable of being
altered.

52

            6.1.9

            The
      Converting Party will not be entitled to the allotment of a fraction of
      one Conversion Share, but all fractions of Conversion Shares that come
      into being at the time of conversion, if any, will be sold on the Stock
      Exchange by a trustee who will be appointed for this purpose by the
      Company, within thirty (30) days after such fractions have accumulated
      into whole shares in a reasonable quantity for sale on the Stock Exchange,
      taking into account the costs connected therewith. The net proceeds of the
      sale thereof will be divided amongst the entitled persons respectively
      within fifteen (15) days from the date of sale.  A check in an
      amount of less than NIS 50 will not be sent to a single entitled person as
      aforesaid, and it will be possible to obtain such amount at the Company’s
      offices on normal working days and at normal working hours.  An
      entitled person as aforesaid who does not come to the Company’s offices to
      receive this amount as aforesaid within twelve (12) months from the date
      of sale will lose his right to this
amount.

            6.1.10

            Conversion
      Shares will confer on their holders all rights to participate fully in any
      dividend and other distribution, the effective date for the right to
      receive same is the Conversion Date or subsequent thereto, and the
      Conversion Shares will rank pari passu in all
      respects with the ordinary shares of NIS 1 par value existing in the
      Company’s capital at such time.

            6.1.11

            The
      Convertible Debentures that have been converted will be taken out of
      circulation on the date of the conversion thereof and will be absolutely
      void, retroactively to the Conversion Dates, from the date of allotment of
      Conversion Shares in respect thereof, and will not confer any right to any
      interest after the last date for an interest payment the effective date
      for which fell before the Conversion Date, nor shall they confer any right
      to linkage differences that have accumulated on the principal amount in
      accordance with the conditions of linkage as set forth in Paragraph 3
      above (and which would have been payable together with the principal of
      the Debentures had the applicant not exercised his right to convert the
      Convertible Debentures into shares as
  aforesaid).

            6.1.12

            Any
      part of the Convertible Debentures of any series which is not converted up
      to the end of the Conversion Period with respect to that series, will no
      longer confer on the holder thereof any right to convert same into
      Conversion Shares, and the right of conversion in respect thereof will be
      null and void after that date.

            6.2

            Timetables for
      conversion

The
bylaws of the Stock Exchange Clearing House which are known at the time of
publication of the Shelf Prospectus with regard to the timetable for executing
an instruction to convert the Convertible Debentures held through Stock Exchange
members prescribe as follows:

            6.2.1

            A
      customer’s notice regarding conversion which is received up to the hour of
      12:00 noon at the offices of the Stock Exchange member shall be
      transferred by that Stock Exchange member to the Clearing House by not
      later than 12:00 noon on the next trading
day.

53

            6.2.2

            Where
      the Clearing House has received notice from the Stock Exchange member
      regarding conversion by not later than 12:00 noon, the Clearing House will
      debit the Stock Exchange member and will credit the nominee company
      accordingly, by not later than 12:00 noon on the next trading
      day.

            6.2.3

            Where
      the nominee company has received a credit note as referred to in
      sub-paragraph 6.2.2 above before 12:00 noon, it shall send the Notice of
      Conversion to the offices of the issuing company not later than 12:00 noon
      on the next trading day.

            6.2.4

            Any
      notice amongst those mentioned in sub-paragraphs 6.2.1 to 6.2.3 above
      which is received after 12:00 noon on a trading day, shall be deemed to
      have been received before 12:00 noon on the next trading
    day.

            6.2.5

            Notwithstanding
      the foregoing, on the last day for conversion prior to final maturity or
      before the ex date for partial redemption, as the case may be, the Stock
      Exchange members must transfer the final conversion applications to the
      Clearing House by not later than 12:00 noon.  The conversion
      will be effected on the same day.  A Stock Exchange member who
      has not lodged an application up to the aforesaid hour, will be deemed not
      to have exercised his right to convert the Convertible Debentures in his
      possession.

            Where
      the last date for conversion of the Convertible Debentures of any series
      falls prior to final maturity, or the last date for conversion prior to
      partial redemption falls on a day that is not a trading day, the aforesaid
      date will be postponed to the next trading
day.

It is
hereby emphasized that the bylaws of the Stock Exchange Clearing House, as same
apply at the time of actual conversion, will apply to conversions of the
Convertible Debentures.

Within
one trading day after the Conversion Date, the Company will issue to every
Converting Party certificates in respect of the Conversion Shares that are due
to him, and after approval for the listing for trading on the Stock Exchange of
the Conversion Shares that will be issued, the Company shall take steps for the
listing of the Conversion Shares for trading on the Stock Exchange within three
(3) days from the aforesaid date.
 
            6.3

            Provisions for
      protection of holders of the Convertible Debentures in the Conversion
      Period

            6.3.1

            Distribution of bonus
      shares

            If
      the Company should distribute bonus shares after the date of the first
      offering report of any series of the Convertible Debentures and before the
      end of the Conversion Period in relation to such series, the rights of the
      holders of the Convertible Debentures of that series will be safeguarded
      in the manner described below:

54

            6.3.1.1

            After
      the effective date for the entitlement to participate in the aforesaid
      distribution the number of Conversion Shares to which the holders of the
      Convertible Debentures of that series will be entitled upon the conversion
      thereof will increase, by way of adding the number of shares to which the
      aforesaid holder would have been entitled as bonus shares, had he
      converted the Convertible Debentures immediately prior to the aforesaid
      effective date.

            6.3.1.2

            A
      holder of Convertible Debentures will not be entitled to the allotment of
      a fraction of a bonus share in accordance with the matters aforesaid, but
      all fractions of bonus shares that come about at the time of the allotment
      and which accumulate into whole shares, will be sold on the Stock Exchange
      by a trustee who will be appointed by the Company for this purpose, within
      thirty (30) days from the date of the aforesaid allotment, and the net
      proceeds (after deduction of selling expenses and compulsory payments and
      levies) will be divided amongst the entitled persons within fifteen (15)
      days from the date of sale.  A check in an amount of less than
      NIS 50 will not be sent to a single entitled person and it will be
      possible to obtain such amount at the Company’s offices on normal working
      days and at normal working hours.  An entitled person as
      aforesaid who does not come to the Company’s offices to receive this
      amount as aforesaid within twelve (12) months from the date of sale will
      lose his right to this amount.

            6.3.1.3

            In
      accordance with contents of the Stock Exchange regulations and its
      directives, the method of adjustment cannot be
  altered.

            6.3.2

            Rights
      issue

            If
      the Company should offer its shareholders securities of any class by way
      of a rights issue subsequent to the date of the first offering report in
      respect of any series of the Convertible Debentures and up to the end of
      the Conversion Period in relation to such series, the number of Conversion
      Shares in respect of a conversion of the Convertible Debentures of that
      series which have not yet been converted into ordinary shares of the
      Company, will be adjusted on the effective date for the right to purchase
      the securities that will be offered in the rights issue, according to the
      bonus element in the rights, as this is manifested by the ratio between
      the price of the Company’s share on the Stock Exchange on the aforesaid
      effective date and the base price “ex rights”.  In accordance
      with the provisions of the Stock Exchange regulations and its directives,
      the method of adjustment as described above cannot be
    altered.

55

            6.3.3

            Adjustment in respect
      of distribution of dividend

            Should
      the Company make a distribution of dividend, as defined in the Companies
      Law (“the
      Distribution”), the effective date for the entitlement to which
      (“the Effective Date for
      Distribution”) falls before the End of the Conversion Period, one
      of the provisions set forth in sub-paragraphs 6.3.3.1-6.3.3.3 below will
      apply in such manner as shall be specified by the Company in the first
      offering report of the relevant series.  In the aforesaid first
      offering report the Company shall publish in detailed fashion the manner
      of adjusting the conversion price as a consequence of a Distribution, if
      any, in accordance with its choice of one of the following
      alternatives:

            6.3.3.1

            The
      conversion price will not be adjusted as a consequence of a distribution
      by the Company.

            6.3.3.2

            Immediately
      after the effective date, a deduction will be made from the conversion
      price in respect of each share of an amount equivalent to the “ex” value
      as defined in the Stock Exchange trading regulations and in the directives
      issued pursuant thereto.  The Company shall give notice of the
      adjusted conversion price as aforesaid not later than the day on which the
      Company’s shares are traded “ex
dividend”.

            6.3.3.3

            Should
      the first trading day on which the Company’s shares are traded fall after
      the Effective Date for the Distribution (ex dividend), the conversion
      ratio of the Convertible Debentures that are in circulation will be
      adjusted by multiplying it by the ratio between the price of the Company’s
      share on the Stock Exchange, as will be fixed by the Stock Exchange as a
      price adjusted for the distribution (ex dividend price), and the closing
      price fixed on the Stock Exchange for the Company’s share on the Effective
      Date for Distribution.  The Company shall give notice by way of
      an immediate report in regard to the adjusted conversion ratio, as
      aforesaid, not later than the day on which the Company’s shares are traded
      “ex dividend”.

            If
      the Company has failed to specify in the first offering report which of
      the alternatives mentioned above will apply to the conversion price of the
      Convertible Debentures, as aforesaid, the provisions of Paragraph 6.3.3.1
      above will apply.

            6.3.4

            Additional provisions
      for protection of holders of the Convertible Debentures in the Conversion
      Period

            On
      the date of publication of the offering report in relation to any series
      of Convertible Debentures and until all the Convertible Debentures of that
      series have been converted, but under no circumstances later than the End
      of the Conversion Period with respect to that series, the following
      provisions will apply:

            6.3.4.1

            The
      Company shall retain a sufficient quantity of ordinary shares of NIS 1 par
      value in its authorized share capital to guarantee the allotment of all
      the shares likely to arise from a conversion of all the Convertible
      Debentures of that series which are in circulation from time to time, and
      to the extent necessary the Company shall cause an increase of its
      authorized share capital
accordingly.

56

            6.3.4.2

            If
      the Company consolidates the ordinary shares of NIS 1 par value in its
      issued share capital into shares of a larger denomination, or sub-divides
      the shares into shares of a smaller denomination – the number of
      Conversion Shares that will be allotted in consequence of a conversion of
      the Convertible Debentures of that series will be reduced or increased, as
      the case may be, after such action.  In such case the contents
      of Paragraph 6.1.9 above will apply, mutatis
      mutandis.

            6.3.4.3

            The
      Company will make a copy of its periodic reports and of the Company’s
      interim financial statements available for perusal and inspection of the
      holders of the Convertible Debentures of that series, at its registered
      office during normal working hours.  On a request in writing
      from a registered holder of Convertible Debentures of that series, the
      Company will send him a copy of the aforesaid reports and
      statements.

            6.3.4.4

            Within
      ten (10) days from any adjustment in the conversion price or in the number
      of Conversion Shares with respect to such series of Convertible
      Debentures, the Company shall publish a notice in two (2)
      widely-circulating Hebrew dailies published in Israel, regarding the right
      of holders of the Convertible Debentures of that series to convert such
      Debentures into shares, coupled with an indication of the Conversion
      Period, the conversion price and the number of Conversion Shares to which
      a holder of the Convertible Debentures will be entitled as a consequence
      of conversion at that time, all in relation to the aforesaid
      series.

            6.3.4.5

            In
      addition to the aforesaid notice, the Company shall, not later than three
      (3) weeks and not earlier than four (4) weeks before the End of the
      Conversion Period with respect to that series, publish a notice in two (2)
      widely-circulating Hebrew dailies published in Israel, and shall send
      written notice, with a copy to the Stock Exchange and to the trustee for
      that series, to the holders registered in the register for that series,
      regarding the last date for conversion of the Convertible Debentures of
      that series.  Such notice shall mention the conversion price,
      the number of Conversion Shares and the number of bonus shares to which a
      holder of the Convertible Debentures will be entitled at the time of
      conversion during that period, all in relation to the aforesaid
      series.

            6.3.4.6

            The
      Company shall not distribute and shall not offer to the holders of the
      ordinary shares of NIS 1 par value a cash dividend or bonus shares or a
      rights offer for any securities, unless the Effective Date for the right
      to receive same is at least ten (10) trading days after publication by the
      Company in regard to the distribution or the rights offer, as the case may
      be.

57

            6.3.4.7

            The
      Company shall refrain from any action, including a distribution of bonus
      shares, likely to lead to a reduction in the price of a Conversion Share
      to below its par value.

            6.3.4.8

            In
      accordance with the Stock Exchange regulations and directives as
      prevailing at the date of the Deed of Trust, the conditions of the
      Convertible Debentures cannot be altered with respect to the conversion
      price, the conversion dates and the method of linkage but the Company will
      be entitled to alter the Conversion Period and/or the conversion price,
      provided that this is done in the scope of an arrangement or compromise
      that has been approved by a court, in accordance with Section 350 of the
      Companies Law.  In addition, pursuant to the aforesaid Stock
      Exchange regulations and directives, the Company is entitled to alter the
      conversion price in the scope of a spin-off process of the Company or a
      merger process of the Company, provided that the change shall include only
      the adjustments necessitated by such
process.

            According
      to the aforesaid Stock Exchange regulations and directives, “the spin-off process”
      for these purposes means – a process in which the Company transfers to its
      shareholders shares which it holds in another company, or a process in
      which the Company transfers assets and liabilities to a new company that
      will be established for purposes of the spin-off, and the shareholders in
      the new company will also be the shareholders in the Company which
      transfers the assets and liabilities, all on condition that the spin-off
      process was carried out under equal conditions for the Company’s
      shareholders.

            According
      to the aforesaid Stock Exchange regulations and directives, “a merger process” for
      these purposes means – a process in which all the Company’s shares will be
      transferred into the ownership of a new company, or into the ownership of
      another registered company whose shares are listed for trading on the
      Stock Exchange, or a process in which the Company transfers all its assets
      and liabilities to another company as aforesaid, all on condition that the
      securities of a company whose shares or assets are transferred as
      aforesaid, will be delisted from trading on the Stock Exchange and the
      process shall be carried out under equal conditions for the Company’s
      shareholders.

58

            6.3.5

            Voluntary
      winding-up

            6.3.5.1

            In
      the case of the passing of a voluntary winding-up resolution, the Company
      shall give written notice to all holders of the Convertible Debentures
      which are in circulation for the time being, who are registered in the
      register of the relevant series of the Convertible Debentures, and shall
      publish a notice to that effect in two (2) widely-circulating Hebrew
      dailies published in Israel.  Every holder of the Convertible
      Debentures will be entitled, as he pleases, to be deemed to have exercised
      the right of conversion in respect of the Debentures immediately prior to
      the passing of the resolution, if he gives the Company written notice of
      his desire for this within three (3) months from the date of the Company’s
      aforesaid notice.

            6.3.5.2

            In
      such case, a holder of the Convertible Debentures will be entitled to
      participate in a distribution amongst its shareholders, of the surplus
      assets of the Company in winding-up (after discharge of all its debts),
      with this being in an amount he would have received in a winding-up of the
      Company had he been a shareholder in the Company immediately prior to the
      passing of the winding-up resolution as a consequence of the conversion of
      the Convertible Debentures held by him, in respect of which he gave the
      Company notice as aforesaid, but after deduction of the amounts of
      interest that were paid in respect of those Convertible Debentures at the
      date of the resolution or subsequent thereto (except interest the due date
      for payment of which fell prior to the date of the resolution, even if
      paid on or after the date of the resolution); and the holder of the
      Convertible Debentures will not be entitled to any payment in accordance
      with the Debentures the due date for payment of which fell after the date
      of the resolution.

            7.

            Failure
      to make payment for a reason not dependent on the
      Company

            7.1

            Any
      amount which is due to a debenture holder which was not actually paid on
      the date specified for the payment thereof, for a reason that is not
      dependent on the Company, in circumstances where the Company was prepared
      to make payment thereof, shall cease to bear interest and linkage
      differences from the date specified for the payment thereof, and the
      debenture holder will only be entitled to those amounts to which he would
      have been entitled on the date specified for the making of such payment on
      account of the principal, the interest and the linkage
      differences.

            7.2

            Within
      15 business days from the date specified for such payment, the Company
      shall deposit with the Trustee, in a bank account in the name and to the
      order of the Trustee, the amount of the payment that was not paid on due
      date, as mentioned in sub-paragraph 7.1 above, and shall give notice in
      writing as per the addresses in its possession to the debenture holders
      about such deposit, and the aforesaid deposit shall be deemed to be a
      discharge of that payment and in the case of discharge and liquidation of
      everything due in respect of the debenture, also as redemption of the
      debenture.

59

            7.3

            The
      Trustee shall, in the framework of trust accounts in its name and to its
      order, invest the moneys that will be transferred to it as stated in
      Paragraph 7.2 above, in investments that are permitted to the Trustee in
      accordance with the Deed of Trust.  Where the Trustee has done
      so, it will not be liable to the entitled persons in respect of those
      amounts other than for the proceeds that will be received from realization
      of the investments, less the reasonable expenses connected with the
      aforesaid investment and the maintaining of the trust accounts, the
      reasonable charges and commissions and less compulsory payments that are
      imposed on the trust account.  Out of the aforesaid moneys the
      Trustee shall transfer amounts to the debenture holders who are entitled
      thereto, and shall do so as soon as possible after proof and reasonable
      confirmations are furnished to the Trustee in regard to their right to
      such amounts, and less the Trustee’s reasonable expenses, commissions,
      compulsory payments and its remuneration as mentioned in Paragraph 7.2
      above.

            7.4

            The
      Trustee shall hold these moneys and shall invest same in the aforesaid
      manner until the end of one year from the date of final repayment of the
      Debentures.  After that date, the Trustee shall transfer the
      amounts mentioned in sub-paragraph 7.3 above to the Company, including
      profits arising from the investment thereof, less its reasonable expenses
      and other reasonable expenses that were incurred in accordance with the
      provisions of this Deed (such as remuneration to service providers, etc.),
      if any such moneys remain in its hands at such time.  The
      Company shall hold these amounts in trust for the debenture holders who
      are entitled to these amounts, and the provisions of sub-paragraph 7.3
      above shall apply, mutatis mutandis, with
      regard to the amounts that will be transferred to it by the Trustee as
      aforesaid.

            7.5

            The
      Company shall confirm to the Trustee in writing that it holds the amounts
      and the fact of having received same in trust for the aforesaid debenture
      holders.

            7.6

            The
      Company shall hold these moneys in trust for the debenture holders who are
      entitled to such amounts for an additional one year from the date of the
      transfer thereof to it from the Trustee, and shall not make any use
      thereof and shall invest same in accordance with the provisions of the
      Deed of Trust.  Moneys which are not claimed from the Company by
      a debenture holder up to the end of two years from the date of final
      repayment of the Debentures will be transferred to the Company, and it
      will be entitled to make use of the remaining moneys for any
      purpose.

            8.

            Transfer
      of the Debentures

            8.1

            The
      Debentures are transferable in respect of any amount of par value,
      provided that this is in whole new shekels.  Every transfer of
      Debentures shall be made in accordance with a deed of transfer drawn up in
      the usual form for the transfer of shares, duly signed by the registered
      owner or his legal representatives, and by the transferee or his legal
      representatives, which shall be delivered to the Company at its registered
      office accompanied by the certificates of the Debentures being transferred
      pursuant thereto, as well as any other reasonable proof that may be
      demanded by the Company for proving the transferor’s right to transfer
      same.

            Subject
      to the foregoing, the procedural provisions contained in the Company’s
      Articles in regard to the manner of transfer of shares shall apply, mutatis mutandis as the
      case may be, with respect to the manner of transfer and transmission of
      the Debentures.

60

            8.2

            If
      any compulsory payment is imposed on the deed of transfer of the
      Debentures, reasonable proof shall be delivered to the Company regarding
      the payment thereof by the party requesting the
  transfer.

            8.3

            In
      the case of the transfer of only portion of the amount of the par value of
      the Debentures contained in this certificate, the certificate shall first
      be split in accordance with the provisions of Paragraph 9 below into the
      number of debenture certificates necessitated by this, in a manner that
      the aggregate amounts of principal denominated therein will be equal to
      the amount of the principal denominated in the aforesaid debenture
      certificate.

            8.4

            After
      all these conditions have been complied with, the transfer will be
      registered in the register and all the conditions set forth in the Deed of
      Trust and in this debenture will apply to the
  transferee.

            8.5

            All
      the expenses and commissions connected with the transfer shall be borne by
      the person requesting the transfer.

            9.

            Split
      of debenture certificates

In regard
to a split of a debenture certificate, see Clause 26 of the Deed of
Trust.

            10.

            Early
      redemption of the Debentures (Series C to G) and the Debentures (Series H
      to J)

In a case
in which the Debentures are listed for trading and it is decided by the Stock
Exchange on the delisting of the Debentures in circulation by virtue of the
value of the series of the Debentures (in relation to Series C to G only) and/or
by virtue of the value of the public’s holdings of the series of Debentures (in
relation to Series H to J only) have fallen below the amounts specified in the
Stock Exchange directives in regard to the delisting of Debentures, the Company
will act as follows:

            10.1

            Within
      45 days from the date of the decision by the board of directors of the
      Stock Exchange in regard to the delisting from trading as aforesaid, the
      Company shall give notice of the date of early redemption on which the
      holder of Debentures (Series C to G) and Debentures (Series H to J) will
      be entitled to redeem same.  The Company shall pay the holder
      the principal plus linkage differences and interest in accordance with the
      conditions of the Debentures (Series C to G) and the Debentures (Series H
      to J) which have accrued up to the date of actual
    redemption.

            10.2

            Notice
      regarding the date of early redemption shall be published in an immediate
      report that shall be sent to the Authority and to the Stock Exchange, and
      in two widely-circulating Hebrew dailies in Israel and shall be delivered
      in writing to all the registered holders of the Debentures (Series C to G)
      and the Debentures (Series H to
J).

61

            10.3

            The
      date of early redemption with respect to the Debentures of Series C to G
      only shall fall not earlier than 17 days from the date of publication of
      the notice and not later than 45 days from the aforesaid date, but not in
      the period between the date specified for payment of interest and the date
      of actual payment thereof.  Notwithstanding the foregoing, in
      the case of early redemption of Debentures of Series H to J only, the date
      of early redemption shall fall not earlier than 30 days from the date of
      publication of the notice and not later than 45 days from the aforesaid
      date, but not in the period between the date specified for payment of
      interest and the date of actual payment
thereof.

            10.4

            On
      the date of early redemption the Company will redeem the Debentures
      (Series C to G) and the Debentures (Series H to J) the holders of which
      have requested the redemption thereof, on a basis of the balance of the
      par value thereof together with linkage differences and the interest which
      have accrued to the principal up to the actual date of redemption
      (calculation of the interest will be done on a basis of 365 days in
      a  year).

            10.5

            Fixing
      of a date of early redemption as aforesaid does not prejudice the
      redemption rights specified in the Debentures of any of the debenture
      holders who do not redeem same on the date of early redemption as
      aforesaid, and in the case of Debentures of Series H to J only, it also
      does not prejudice the conversion rights, but the Debentures (Series C to
      G) and the Debentures (Series H to J) will be delisted from trading on the
      Stock Exchange, and the tax implications arising therefrom shall, inter alia, apply
      thereto.

            10.6

            Early
      redemption of the Debentures (Series C to G) and the Debentures (Series H
      to J) as aforesaid shall not confer on anyone who held the Debentures and
      redeemed same as aforesaid the right to payment of interest in respect of
      the period subsequent to the date of
redemption.

            10.7

            Early redemption on the
      Company’s initiative

            With
      respect to Debentures of Series C to G only – the Company will be entitled
      to make the Debentures of any such series, which will be offered pursuant
      to a Shelf Offering Report in accordance with the Shelf Prospectus,
      available for early redemption on such conditions, at such price
      (including the formula for calculation in regard to Debentures of Series H
      to J) and such mechanism in relation to Debentures of Series C to G
      according to such timetables, at such frequencies of redemption and on the
      remaining conditions which must be particularized in accordance with the
      provisions of the Stock Exchange regulations and directives, as in force
      for the time being, all as shall be prescribed in the first offering
      report of the Debentures of the relevant
series.

            11.

            Purchase
      of Debentures by the Company and/or by a related
      corporation

In this
regard see Clause 4 of the Deed of Trust.

62

            12.

            General
      provisions

            12.1

            The
      amount of the principal and the interest are payable and transferable
      without reference to any rights in equity or any right of set-off or
      counterclaim which exists or may exist between the Company and a previous
      holder, including the original holder of the
  Debentures.

            12.2

            Any
      person who becomes entitled to the Debentures as a result of the
      bankruptcy, or as a result of the liquidation proceedings, of a debenture
      holder will have the right, after having produced such evidence as the
      Company may demand from him from time to time, to be registered in the
      register as a holder of the Debentures, or, subject to the conditions set
      forth above in this certificate, to transfer
  same.

            12.3

            The
      debenture holders will be entitled to exercise their rights under the
      Debentures and the Deed of Trust through the Trustee or in accordance with
      a resolution of a general meeting of the debenture holders in the ways
      described in the debenture and in the Deed of
      Trust.  Notwithstanding the foregoing, if the Trustee acts in a
      manner which is not in accordance with the provisions of the Deed of Trust
      and the debenture, the debenture holders will be entitled to exercise
      their rights including in accordance with a resolution of the general
      meeting.

            12.4

            The
      provisions of the Deed of Trust, including the right to make the
      Debentures immediately due and payable, as prescribed in Clause 8 of the
      Deed of Trust, shall be deemed to be an integral part of this
      debenture.

            13.

            Waiver,
      compromise and/or alterations to the conditions of the
      Debentures

            In
      this regard see Clause 24 of the Deed of
Trust.

            14.

            General
      meetings of debenture
holders

            The
      general meetings of the debenture holders shall be convened and conducted
      in accordance with the contents of the Second Schedule to the Deed of
      Trust.

            15.

            Receipts
      as proof

Without
derogating from any of the other terms and conditions, a receipt signed by a
holder of the Debentures contained in this certificate shall constitute proof of
the full discharge of any payment mentioned in the receipt, which was made the
Company or by the Trustee, as the case may be, in respect of the Debentures
contained in this certificate.

            16.

            Replacement
      of debenture certificate

In the
event that a debenture certificate should become worn, be lost or destroyed, the
Company may issue a new certificate of the Debentures in its place, under such
conditions with regard to proof, indemnity and cover of the reasonable expenses
that will be incurred by the Company for purposes of verifying the right of
ownership of the Debentures, as the Company shall deem fit, on condition that in
the case of the certificate becoming worn, the defaced debenture certificate
shall be returned to the Company before the new certificate is
issued.  Levies and other expenses connected with the issue of a new
certificate, if any, shall be borne by the person requesting such
certificate.

63

            17.

            Notices

In this
regard see Clause 23 of the Deed of Trust.

64

SECOND SCHEDULE TO DEED OF
TRUST

GENERAL MEETINGS OF
DEBENTURE HOLDERS

            1.

            The
      Trustee or the Company may summon the debenture holders to a meeting of
      debenture holders.  If the Company calls such meeting, it must
      immediately send written notice to the Trustee about the day and time at
      which the meeting will take place, as well as the matters that will be
      brought for consideration before it.  If the Trustee calls such
      meeting, it must send written notice to the Company about the day and time
      at which the meeting will take place, as well as the matters that will be
      brought before it for
consideration.

            The
      Company will be obliged to call such meeting on a requisition in writing
      from the Trustee or the holders of at least ten percent (10%) of the par
      value of the unpaid balance of the principal of the
      Debentures.  The Trustee will be obliged to call such meeting on
      a requisition in writing of the holders of at least ten percent (10%) of
      the par value of the unpaid balance of the principal of the
      Debentures.  Where the parties wishing to call the meeting are
      the debenture holders, the Company and/or the Trustee, as the case may be,
      shall be entitled to demand indemnity from the parties requesting to call
      the meeting in respect of the reasonable expenses connected
      therewith.

            2.

            At
      the time of holding a meeting of debenture holders, the Trustee shall
      examine whether, in the circumstances of the matter, there is a conflict
      of interest amongst the debenture holders, and shall decide – in
      accordance with the provisions of any law, decided cases, provisions of
      the Securities Law and the regulations and directives issued pursuant
      thereto – who amongst the participants has a conflicting interest, in
      relation to whom the provisions of Paragraph 4 below will
      apply.

            3.

            The
      Trustee will be entitled to demand from a debenture holder wishing to
      attend a meeting of holders to deliver a declaration to the Trustee
      regarding the existence of conflicting interests.  A holder who
      does not deliver such declaration shall be deemed to have declared and
      represented that he has no conflicting interest.  The Trustee
      shall rely only on such declaration and will be not obliged to conduct an
      additional investigation or
examination.

In this
paragraph “conflicting
interest” means: any additional material interest of a holder which goes
beyond the interest arising from the holding of the certificates of obligation
in the series of the meeting of holders which has been convened, including a
material personal interest of a family member and of another corporation in
which he or a member of his family have an interest.

The votes
of: (1) debenture holders who are a related corporation as defined in the Deed
of Trust; (2) and any person the Trustee has ruled, according to the provisions
of Paragraph 3 above, is someone who has a conflicting interest, and these
Debentures will not be counted in the votes at a meeting of holders or at a
class meeting, including for purposes of determining a quorum and for purposes
of voting.

65

            4.

            In
      regard to every meeting of debenture holders prior notice of at least 14
      (fourteen) days shall be given to the debenture holders and to the
      Trustee, or in the event that the purpose of the meeting is to consider a
      proposal for the passing of the special resolution, prior notice of at
      least 21 (twenty-one) days.  The prior notice shall specify the
      place, the day and the time of the meeting, and mention shall be made, in
      general terms, of the matters that will be considered at the
      meeting.  Where the purpose of the meeting is to consider and
      pass a special resolution, the aforesaid prior notice shall also specify
      the main points of the proposed resolution.  Where the meeting
      is called by the Trustee, such notice shall also be given to the
      Company.

            The
      Trustee will be entitled to shorten the period for the giving of prior
      notices, if it is of the opinion that a postponement in convening the
      meeting constitutes or is likely to constitute prejudice to the rights of
      the debenture holders.

            5.

            No
      resolution duly passed at a meeting called as aforesaid shall be
      invalidated, if notice of the meeting was inadvertently not given to the
      holders of less than ten percent (10%) of the par value of the unpaid
      balance of the principal of the Debentures, or such notice was not
      received by such holders.

            6.

            The
      chairman of the meeting will be a person appointed by the
      Trustee.  If the Trustee does not appoint such chairman or if
      the person whom the Trustee has appointed as aforesaid is not present at
      the meeting, the debenture holders present (or represented by proxy) shall
      elect a chairman from amongst their
number.

            7.

            A
      meeting of debenture holders shall be opened after it has been proved that
      the necessary quorum is present for the start of the
    meeting.

            (a)

            Subject
      to the necessary quorum for dismissal of a trustee according to any law,
      at meetings of debenture holders, except as stated in Paragraph 5(e) below
      [sic], a quorum shall be constituted if at least two debenture holders who
      jointly hold or represent at least ten percent (10%) of the par value of
      the unpaid balance of the principal of the Debentures for the time being
      are personally present or represented by
proxy.

            (b)

            If
      within half an hour from the time appointed for the start of such meeting
      no quorum as aforesaid is present, the meeting shall be adjourned to the
      same day one week later, at the same place and at the same time (without
      the necessity for further notice) and if that day is not a business day,
      to the next business day (without the necessity for further notice), or to
      such other day, place and time as the party calling the meeting shall
      decide, on condition that the party calling the meeting shall give notice
      at least seven (7) days in advance with regard to the holding of such
      adjourned meeting, in the same manner in which notice of the holding of
      the original meeting was given, and shall indicate that if a quorum as
      aforesaid is not present at the adjourned meeting, the quorum will be two
      debenture holders personally present or represented by proxy, without
      reference to the par value of the Debentures held by them.  Such
      notice may also be given in the notice pursuant to which the meeting that
      was adjourned was called.

66

            (c)

            If
      no quorum is present at a meeting that has been adjourned as aforesaid,
      two debenture holders personally or represented by proxy, who hold any
      quantity of Debentures, shall constitute a
  quorum.

            (d)

            With
      the consent of the holders of a majority of the par value of the unpaid
      balance of the principal of the Debentures who are personally present or
      represented by proxy at a meeting at which a quorum was present, the
      chairman may, and on a demand by the meeting shall be obliged to, adjourn
      the meeting from time to time and from place to place, as the meeting
      shall decide.  If the meeting is adjourned for ten days or more,
      notice of the adjourned meeting shall be given in the same manner as
      notice is given about the first meeting, provided that in a case in which
      the continuation of the holding of the meeting is adjourned to a time
      earlier than fourteen days, notice of the adjourned meeting shall be given
      by way of the publication of an immediate notice.  Save for the
      foregoing, the debenture holders will not be entitled to receive any
      notice about an adjourned meeting and/or about the matters that will be
      considered at the adjourned meeting.  No matters shall be
      considered at the adjourned meeting except the matters it was possible to
      consider at the meeting at which it was decided on the
      adjournment.

            (e)

            At
      a meeting convened for the passing of any of the resolutions set forth
      below (hereinafter: “Special Resolution”), a
      quorum will be constituted if two or more holders who hold at least fifty
      percent (50%) of the par value of the unpaid balance of the principal of
      the Debentures are present, or at an adjourned meeting at which two or
      more holders who hold at least ten percent (10%) of the aforesaid balance
      are personally present or represented by
proxy:

            (1)

            Any
      amendment, alteration or material arrangement of the rights of the
      debenture holders, whether such rights derive from the Debentures, from
      the Deed of Trust or otherwise, or any material compromise or waiver in
      connection with such rights;

            (2)

            The
      making of the Debentures immediately due and payable upon the fulfillment
      of one or more of the conditions mentioned in Clause 8 of the Deed of
      Trust;

            (3)

            Any
      resolution on another matter which was specified in the Deed of Trust or
      in the debenture as being subject to the passing of a special
      resolution.

            8.

            (a)

            The
      debenture holders are entitled to attend and vote at every general meeting
      either personally or represented by proxy.  In every vote of the
      debenture holders the vote shall be conducted by way of a poll, in such
      manner that each debenture holder or his proxy will be entitled to one
      vote in respect of each NIS 1 par value of the total unpaid nominal amount
      of the principal of the Debentures pursuant to which he is entitled to
      vote.  In the case of joint holders, only the vote of the person
      whose name stands first amongst them in the register will be accepted,
      given either personally or by way of
proxy.

67

            (b)

            The
      debenture holder or his proxy may vote in respect of some of his votes in
      favor of a particular proposed resolution, and in respect of portion
      against it, and in respect of another portion may abstain, all as he sees
      fit.

            (c)

            The
      Trustee who attends the meeting at the invitation of the Company shall
      participate without a right to
vote.

            9.

            (a)

            The
      majority required for the passing of an ordinary resolution of the general
      meeting is a simple majority of the number of votes represented in the
      vote, voting for or against.  The majority required for the
      passing of a special resolution at a meeting as referred to in Paragraph
      5(e) above is a majority of not less than 75% of the number of votes
      represented in such vote.

            (b)

            A
      resolution for the alteration of the Deed of Trust shall be passed by a
      special resolution and subject to any
law.

            (c)

            An
      announcement by the chairman that a resolution has been passed or has been
      defeated and a note to that effect in the minutes of the meeting shall
      serve as prima
      facie proof of such fact.

            10.

            (a)

            The
      instrument appointing a proxy and/or attorney shall be in writing and
      shall be signed by the appointer or by his representative duly empowered
      in writing.  If the appointer is a body corporate, the
      appointment shall be made by a written authorization duly signed by the
      corporation accompanied by a certificate from an attorney as to the
      validity of the signature.  A proxy need not himself be a
      debenture holder.

            (b)

            An
      instrument of appointment and a power of attorney or other certificate
      pursuant to which the instrument of proxy was signed, or a certified copy
      of such power of attorney, shall be lodged at the Company’s office not
      less than 48 hours before the time of the meeting in respect of which the
      power of attorney was given, unless otherwise specified in the notice
      calling the meeting.

            (c)

            A
      vote given in accordance with the conditions contained in the document
      appointing a proxy shall be valid even if, prior thereto, the appointer
      has died or been declared legally incompetent or the instrument of proxy
      was revoked or the debenture in respect of which the vote was given has
      been transferred, unless written notice is received at the registered
      office of the Company prior to the time of the meeting in regard to the
      death, the incapacity decree, the revocation or the transfer as aforesaid,
      as the case may be.

            11.

            The
      Trustee shall attend to the keeping of minutes of all deliberations and
      resolutions at every general meeting of the debenture holders, to the
      recording and preservation thereof in the minute book of meetings of
      debenture holders.  Any minute signed by the chairman of the
      meeting at which the resolutions were passed and the deliberations took
      place, or by the chairman of the next meeting, shall serve as proof of the
      matters recorded therein, and until the contrary is proved, any resolution
      passed at such meeting shall be deemed to have been duly
      passed.

68

            12.

            A
      person or persons appointed by the Trustee, the Company secretary and any
      other person or persons who have been permitted to do so by the Company
      and/or the Trustee, will be entitled to be present at meetings of the
      debenture holders.  In a situation in which, in the reasonable
      discretion of the Trustee and on reasonable grounds, it is necessary that
      during part of the meeting deliberations should take place without the
      presence of representatives of the Company, the Company or anyone on its
      behalf will not participate in that part of the
    deliberations.

            13.

            Every
      meeting of the debenture holders shall be held at the Company’s registered
      office or at such other place of which the Company shall give
      notice.  The Trustee shall be entitled to request the Company to
      hold a meeting of debenture holders at another address, subject to the
      Company’s agreement.

            14.

            Everything
      stated in this schedule is subject to the provisions of the Deed of
      Trust.

*                     *                     *

69

APPENDIX
A TO THE DEED OF TRUST

CONFIDENTIALITY
DOCUMENT1

Date
______________

Blue Square – Israel
Ltd.

Dear
Sir/Madam,

re:  Confidentiality
Undertaking

            1.

            In
      the framework of or in connection with the fulfillment of my duties as
      trustee for the holders of Debentures (Series C) – (Series G) and
      Debentures (Series H) – (Series J) of Blue Square – Israel Ltd.
      (hereinafter: “the
      Company”) pursuant to a Deed of Trust dated February 18, 20102
      (hereinafter: “the
      Work”), I will receive or be exposed to information which is not
      part of the public domain, including, but without limitation,
      professional, technical, financial, technological, commercial or other
      data or information connected directly or indirectly with the Company, the
      Company’s subsidiaries or affiliates (as these terms are defined in the
      Securities Law, 5728-1968 (hereinafter: “the Securities Law”)),
      or connected with corporations in the Company’s group and/or with
      interested parties in the Company (hereinafter collectively: “the Blue Square – Israel
      Group”), procedures and/or modes of work and/or activity of the
      Blue Square – Israel Group as well as commercial and business information
      of any other sort which is not part of the public domain (hereinafter
      collectively: “Confidential
      Information”).  Notwithstanding the foregoing, the term
      “Confidential Information” will not include information as aforesaid – (1)
      which has passed into the public domain (including information published
      by you or by interested parties in your firm) or which pass into the
      public domain other than by virtue of a breach of the provisions of this
      deed of undertaking; or – (2) which was known to us prior to the
      disclosure thereof by the Company and in respect of which we can provide
      reasonable proof to that effect; or – (3) which was passed on to us by a
      third party, provided that at the time of receiving such information we
      were not aware, after having asked the party who gave it, that disclosure
      of the information by the third party constitutes a breach of a fiduciary
      duty which such third party owes to Blue Square –
  Israel.

            2.

            I
      am aware that it is prohibited for me to disclose the Confidential
      Information to any person, and I will not be entitled to make use of the
      Confidential Information for any purpose, except for purposes of the
      Work.

            1

            For
      signature by the Trustee and its representatives in accordance with the
      terms and conditions of the Deed of
Trust.

            2

            In the case of an authorized
      representative of the Trustee – the job description will be amended to the
      relevant description.

70

            Notwithstanding
      the foregoing, I will be entitled (a) to pass on conclusions and
      assessments that are based on the Confidential Information to the holders
      of Debentures (Series C) – (Series G) and Debentures (Series H) – (Series
      J) of the Company (including the presentation thereof at meetings of the
      debenture holders for purposes of passing a resolution that pertains to
      their rights); (b) to disclose Confidential Information, to the extent
      that I am obliged to do so according to the requirements of the law or on
      a demand by a competent authority according to law and/or pursuant to a
      judicial order, provided that the disclosure will be confined to the
      minimum scope and extent necessary in order to meet the requirements of
      the law, and I will, as far as possible and permitted, coordinate with you
      in advance the content and timing of the disclosure in order to leave you
      with reasonable time to defend against any such
  demand.

            3.

            In
      addition to the permitted passing on of Confidential Information as stated
      in Paragraph 2 and without derogating from the contents thereof,
      disclosure of Confidential Information will be made by me only to my
      employees and/or to authorized representatives on my behalf, including my
      professional advisors (hereinafter: “Authorized Recipient”)
      on a “need to know basis” only.  I am aware that disclosure or
      use of Confidential Information by an Authorized Recipient other than in
      accordance with the provisions of this document shall be tantamount to
      such disclosure or use by me and I will take all the necessary steps to
      guarantee the preservation of confidentiality of the Confidential
      Information.  This undertaking of mine will not apply with
      respect to an Authorized Recipient who signs a confidentiality undertaking
      similar in all substantial respects to the undertaking set forth in this
      document.

            4.

            I
      am aware that disclosure of the Confidential Information to any person or
      body is likely to be contrary to the securities laws in Israel and/or in
      the USA.  I am aware that as a result of my being exposed to the
      Confidential Information various restrictions are likely to be imposed on
      me if inside information, within the meaning thereof under the securities
      laws in Israel and/or the USA, should come into my possession, and I am
      taking and will take all the reasonable measures to ensure that there will
      be no prohibited use of inside information in connection with the
      Confidential Information.

            5.

            All
      the documents that will be delivered by you to me and which come into my
      possession as a result of and/or in connection with my having contracted
      with you and which are connected, directly or indirectly, to the Blue
      Square – Israel Group and/or its activities (including any copy or
      processing thereof), (hereinafter collectively: “the Documents”) will
      belong to you at all times and will be deemed to be your property for all
      intents and purposes and same will be returned by me to you upon your
      demand immediately upon completion of the Work, save and except the
      Confidential Information that will be kept by me in accordance with the
      provisions of the Deed of Trust and any law, including directives of a
      competent authority, or in accordance with internal procedures, to
      whatever extent there may be a need for documentation of work
      processes.

            For
      purposes of the foregoing in this undertaking of mine, the term
      “documents” shall be construed as including any means of storing
      information, including, but without derogating from the generality of the
      foregoing, physical, mechanical, magnetic, electronic, optic and/or
      electro-optic means.

71

            6.

            My
      obligations under this document will remain valid and effectual even after
      completion of the Work for any reason and until the earlier of the
      following (a) the end of five years from receipt of such Confidential
      Information; (b) the Confidential Information becoming public (not as a
      result of a breach of the undertaking pursuant to this document, if
      any).  My obligations under this Deed of Confidentiality are
      irrevocable and cannot be cancelled and they are in addition to, and not
      in lieu of, any obligation imposed on me according to law and/or any other
      agreement.  My signing this undertaking does not confer on me a
      right to perform the Work and the terms and conditions of the Work will be
      regulated between us in separate
documents.

            7.

            My
      obligations under this document are as against each and every one of the
      bodies corporate in the Blue Square – Israel Group whose Confidential
      Information may be passed on to me.

            8.

            If
      it is held by a judicial tribunal or any authority that none of the
      obligations in this document are of validity – the obligation will be
      reduced to the extent permitted according to law for the time being and
      such ruling will not prejudice the remaining rights and obligations under
      this document.

            9.

            It
      is clarified that the signing of this Deed of Undertaking shall not in
      itself preclude the replacement of the Trustee in accordance with the
      terms and conditions of the Deed of Trust3.

Yours
faithfully

                    Full
      name

                    Identity
      number

                    Signature

            3

            This paragraph will not be
      included in the Deed of Confidentiality to be signed by the Trustee’s
      authorized
representative.

72
Document Metadata

Table of Contents

Unofficial Translation] DEED OF TRUST signed on February 18, 2010 Between:

Document Metadata

/s/ Xxxxx Xxxxxxxx, Xxxxxxx Xxxxx		/s/
Blue Square – Israel Ltd.		Hermetic Trust (1975) Ltd.
“The Company” -		Blue Square – Israel Ltd.;

“This Deed” or “the Deed of Trust”		This Deed of Trust including the schedules and appendices attached hereto and forming an integral part hereof;

“The Trustee” -		The Trustee mentioned at the head of this Deed and/or whoever holds office from time to time as trustee for the debenture holders pursuant to this Deed;

“The Shelf Prospectus”		The Company’s Shelf Prospectus which is due to be published in February 2010;

“Offering Report” or “the Shelf Offering Report”		The offer of the Debentures of any of the series in accordance with the Shelf Prospectus, which is made by way of an offering report in accordance with the provisions of Section 23A of the Law, in which all the special details attaching to that offer will be completed, including the composition of the units offered, in accordance with the provisions of any law and in accordance with the regulations and directives of the Stock Exchange, as in force for the time being;

“The Law”		The Securities Law, 5728-1968 and the regulations made pursuant thereto as in force from time to time;

“Register”		Register of debenture holders as stated in Clause 24 of this Deed;

“Stock Exchange”		The Tel Aviv Stock Exchange Ltd.;

“Consumer Price Index” or “the Index” -		The price index known as “the Consumer Price Index” including fruit and vegetables and which is published by the Central Bureau of Statistics and Economic Research, and including such index even if it is published by another official body or institution, and also including any other official index that may come in its stead, whether or not same is structured on the same data on which the existing index is structured. If another index should replace it which is published by such body or institution, and such body or institution has not fixed the ratio between that index and the replaced index, the aforesaid ratio will be determined by the Central Bureau of Statistics, and if such ratio is not fixed as aforesaid, then it will be determined by the Trustee for the relevant series, after consultation with economic experts who will be selected by it;
“The known index” at any date -		The last known index before such date;

“The basic index” in respect of each relevant series -		The index which is known on a particular day, which shall be specified in the first offering of such relevant series;

“The payment index” -		The index which is known on the date fixed for any payment on account of principal and/or interest. The Company shall specify in the first offering report whether protection will apply to the principal and/or the interest of the Debentures, as described below: If in the first offering report of the relevant series it is specified that the principal and/or the interest is linked to the index and that protection will apply to the principal and/or the interest of the Debentures, namely: in the event that the known index on the date fixed for the relevant payment is lower than the basic index, then the payment index will be the basic index. If it is stated in the first offering report of the relevant series that the principal and/or the interest are linked to the index and that no protection as aforesaid will apply to the principal and/or the interest of the Debentures, i.e. – the payment index will be the known index on the date specified for the relevant payment even if that index is lower than the basic index. If the Company has not stated in the first offering report whether or not protection will apply as aforesaid, then no protection will apply;

“Business day” or “banking business day” -		Any day on which most of the banks in Israel are open for the execution of transactions;

“Trading day abroad” -		Any day on which a quotation of base interest is fixed in relation to foreign currency as published on Reuters Information Service or any other source of information that may be specified in the first offering report of the Debentures of the relevant series;

“Principal” -		The par value of the Debentures of the relevant series;

“Special resolution” -		A resolution passed by a general meeting of the debenture holders of the relevant series, at which the holders of at least fifty percent (50%) of the balance of the par value of the Debentures of such series that are in circulation were personally present or represented by proxy, or at an adjourned meeting at which the holders of at least ten percent (10%) of the aforesaid balance were personally present or represented by proxy, and which was passed (whether at the original meeting or at the adjourned meeting) by a majority of at least seventy-five percent (75%) of all the votes participating in the vote, excluding abstentions;
“The nominee company” -		The Bank Hapoalim Nominee Company Ltd.

“Series of Debentures” or “the relevant series” -		Series of Debentures that will be called Series C to G and/or Series H to J of the Company’s Debentures, where each of the series of these Debentures will be to an aggregate par value of up to NIS 1,500,000,000, registered in the name of the holder, the conditions of each of which is in accordance with the debenture certificate of that series and the first offering report of the Debentures of that series, which will be issued from time to time by the Company in its sole discretion.

“Trading day” -		Any day on which transactions are executed on the Tel Aviv Stock Exchange.

“Stock Exchange Clearing House” -		The Tel Aviv Stock Exchange Clearing House Ltd.

“Foreign currency” -		Not more than one foreign currency in respect of each relevant series, as shall be specified in the first offering report of the Debentures of that series.

“Foreign currency rate” -		The representative rate of the foreign currency as published by the Bank of Israel, or any official rate of exchange of the foreign currency against Israeli currency that may replace the aforesaid representative rate and which prevails for the time being with respect to government bonds linked to the aforesaid foreign currency rate, and in the absence of such rate, as shall be determined as between the Company and the Trustee.

“Known rate” on any date -		The last foreign currency rate fixed by the Bank of Israel before such date. However in a period in which the Bank of Israel does not make a practice of fixing a representative rate, the known rate on any date will be the rate last fixed before that date by the Minister of Finance together with the Governor of the Bank of Israel for government bonds linked to the foreign currency rate, and in the absence of such rate, as shall be determined as between the Company and the Trustee;

“Basic rate” with respect to any relevant series -		The known rate on a particular day, which will be specified in the first offering report of that relevant series;

“The payment rate” -		The known rate at the time of actual payment.

“Prime” or “prime interest” -		For a specific day: the average prime interest for that day as published by Bank Hapoalim B.M., Bank Leumi le-Israel B.M. and the Israel Discount Bank Ltd.;
“Bank of Israel interest” -		The rate of interest for unlinked new shekels which the Governor of the Bank of Israel announces from time to time as the declared rate of interest of the Bank of Israel, or any rate of interest that may be fixed by any competent authority instead of the aforesaid rate;

“Telbor interest” -		Tel Aviv Interbank Offered Rate – the rate of interest for Interbank loans in shekels, which is calculated on the basis of interest offers given by a number of banks in Israel, for the period as will be specified in the first offering report of the relevant series, as appears on the sampling day (if it is on Mondays to Thursdays – at 13:00 or thereabouts, and if it is on a Friday, at 12:00 or thereabouts) on the Reuters Information distribution system or on another source of information as will be agreed between the Company and the Trustee and which will be mentioned in the first offering report of the Debentures of the relevant series;

“LIBOR interest” -		London Interbank Offered Rate – the rate of interest offered on the Interbank market in London on US dollar deposits for the period as will be specified in the first offering report of the relevant series (for one week, one month, three months, six months, etc.) as will be quoted on the sampling day, at 11:00 London time or thereabouts, on the LIBOR01 page published by Reuters Information Service or, if that page is replaced by another page, as is quoted on the sampling day, at the aforesaid time or shortly thereafter, on such other page;

“Euribor interest” -		Euro Interbank Offered Rate – the rate of interest offered on the Interbank market for euro deposits for the period as will be specified in the first offering report of the relevant series (for one week, one month, three months, six months, etc.) as will be quoted on the sampling day, at 11:00 central European Time (CET) or thereabouts, on the Euribor01 page which is published by Reuters Information Service (or if that page is replaced by another page, then as quoted at the aforesaid time or shortly thereafter on such other page), or on another information source that will be mentioned in the first offering report of the Debentures of the relevant series;

“Government bond at variable interest” -		A series of government bonds at variable interest which was issued in accordance with the State Loan Regulations (Debentures of Government Bond Type – Variable Interest), 5766-2006, as will be published by the Government Bond Management Unit at the office of the Accountant-General. The relevant series of government bonds and the date of maturity thereof will be mentioned in the first offering report of the Debentures of that series that will be offered;
“The base interest” -		LIBOR interest or Telbor interest or Euribor interest or Bank of Israel interest or prime interest or Xxxxx yield for one year or the interest which government bonds at variable interest bear, as will be specified in the first offering report of the relevant series;

“Xxxxx” -		Bonds issued in series by the State of Israel with the objective of being a short-term loan which the State of Israel borrows in accordance with the provisions of the Short-Term Loan Law, 5744-1984 and/or any law which may come in its stead and/or in addition thereto, which are listed for trading on the Tel Aviv Stock Exchange and which are sold in a tender by the Bank of Israel and do not bear interest and/or linkage differences;

“Xxxxx for one year” -		A Xxxxx series which is in circulation the maturity date of which was fixed for the nearest period to a period of 12 months from the sampling date (as defined below), provided that the maturity date is at least 10 days from the sampling date. In the event that on the sampling date no such Xxxxx exists, the Xxxxx for one year will be other government bonds in shekels which do not bear linkage differences and do not bear variable interest, that are listed for trading on the Tel Aviv Stock Exchange and the maturity date of which is fixed for a period which is closest to 12 months from the sampling date. The relevant Xxxxx series and the maturity date thereof will be specified in the first Shelf Offering Report of the Debentures.

“Sampling date” with respect to any interest period -		With respect to LIBOR interest or Euribor interest – the business day abroad which falls two (2) business days abroad before the first day of any such interest period; with respect to Telbor interest – the banking business day which falls two (2) business days before the first day of any interest period; and with respect to Bank of Israel interest, prime interest, Xxxxx yield and interest on government bonds at variable interest – the first day of any interest period.