0001019155-06-000034 Sample Contracts

AND OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY RECEIPTS Amended and Restated Deposit Agreement Dated as of _________________, 2006

Deposit Agreement • March 17th, 2006 • Bank Hapoalim Bm • New York

• Contract Type
  Deposit Agreement
• Filed
  March 17th, 2006
• Company
  Bank Hapoalim Bm
• Jurisdiction
  New York

Amended and Restated Deposit Agreement dated as of _______, 2006 (the York, as Depositary, and the Owners and Beneficial Owners of American Depositary Receipts

Deposit Agreement • March 17th, 2006 • Bank Hapoalim Bm

• Contract Type
  Deposit Agreement
• Filed
  March 17th, 2006
• Company
  Bank Hapoalim Bm

We refer to the Deposit Agreement. Capitalized terms defined in the Deposit Agreement and not otherwise defined herein are used herein as defined in the Deposit Agreement.

THE BANK OF NEW YORK New York, New York 10286 Side Letter

Side Letter • March 17th, 2006 • Bank Hapoalim Bm

• Contract Type
  Side Letter
• Filed
  March 17th, 2006
• Company
  Bank Hapoalim Bm

Reference is made to Amended and Restated Deposit Agreement dated as of _______, 2006, among Bank Hapoalim B.M. (the "Company"), The Bank of New York (the "Depositary"), and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued thereunder. Such agreement is referred to herein as the "Deposit Agreement."