0001019155-09-000262 Sample Contracts

AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS Deposit Agreement Dated as of January 24, 1996
Deposit Agreement • February 17th, 2009 • Nice Systems LTD • Electronic computers • New York

DEPOSIT AGREEMENT dated as of January 24, 1996, as amended and restated as of July 22, 1997, among NICE - SYSTEMS LTD., incorporated under the laws of Israel (herein called the "Issuer"), THE BANK OF NEW YORK, a New York banking corporation (herein called the "Depositary"), and all Owners (as hereinafter defined) and holders from time to time of American Depositary Receipts (as hereinafter defined) issued hereunder.

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Exhibit A to Deposit Agreement
Deposit Agreement • February 17th, 2009 • Nice Systems LTD • Electronic computers

The Bank of New York as depositary (hereinafter called the "Depositary"), hereby certifies that __________________________________________________________ _____________________________________, or registered assigns IS THE OWNER OF _______________________________________

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