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					                                    E- 1
                                                                                       141664




                      BY-LAWS




                       February 2011



This is not an official translation and has no binding force.


Whilst reasonable care and skill have been exercised in the preparation hereof, no
translation can ever perfectly reflect the original. In the event of any discrepancy
between the original Hebrew and this translation, the Hebrew alone will prevail.
The reader is therefore warned to take proper professional advice before acting
further hereto, as neither The Tel-Aviv Stock Exchange Ltd. nor the translators
assume any liability for accuracy hereof.
                                                         E- 2
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                                                           Table of Contents

                                                                                                                Page

Chapter One:                  Definitions and Interpretation                                                      4

Chapter Two:                  The MAOF Clearing House Risk Fund                                                   23

Chapter Three:                Activities of the MAOF Clearing House                                               27

Chapter Four:                 Membership in the MAOF Clearing House                                               28

Chapter Four-A:               Transaction of an Exchange Member That Is Not MAOF                                  37
                              Clearing House Member

Chapter Four-B:               Transactions of a Bank That Is the Subsidiary of a MAOF                             41
                              Clearing House Member

Chapter Five:                 Member Inventory and the Transaction Settlement                                     43

Chapter Five-A:               Transfer to a Custodian for Safekeeping                                             50

Chapter Five-B                Transfer of Options and Futures Free of Payment                                     52

Chapter Six:                  The Writing and Issue of Options and Futures And the Parties to                     54
                              Them

Chapter Seven:                 Option Exercise and Clearance                                                      55

Chapter Seven-A:              Futures Expiration and Clearance                                                    57

Chapter Seven-B:              Early Termination of MAOF Transactions,                                             59
                              Off-sets and Liens

Chapter Eight:                Margin                                                                              66

Chapter Nine:                 Reporting                                                                          109




  This English version is an unofficial translation of the official Hebrew version and has no binding force
  The only binding version is the official Hebrew version. (Please see Notes on the Translation and
  Disclaimer)
                                                         E- 3
                                                                                                              141664

Appendixes:

                                                                                                              page

Appendix One:                 Scenarios for the Calculation of Margin Requirements                            111

Appendix Two:                 Transfer Against Payment to a Custodian                                         113

Appendix Two-A:               Application to Correct a Tranfer to a Custodian                                 114
                              Order/Application to Correct Order to Transfer Options or
                              Futures Free of Payment

Appendix Two-B                Application to Cancel a Transfer to a Custodian                                 115
                              Order/Application to Cancel Order to Transfer Options or
                              Futures Free of Payment

Appendix Two-C:               Order to Transfer Options and Futures Free of Payment                           116

Appendix Three:               Application for Membership in the MAOF Clearing House                           117

Appendix Four:                Undertaking of a Member to Clear Transactions for a                             118
                              NCHM

Appendix Five:                Authorization of MAOF Clearing House With Respect to                            120
                              Cash Settlement on Behalf of a Non-bank Member

Appendix Five-A:              Authorization of MAOF Clearing House to Debit Cash                              121
                              Account at the Bank of Israel

Appendix Six:                 Opening an Account in the Name of the MAOF Clearing                             122
                              House

Appendix Seven:               Fixed Lien Agreement                                                            123

Appendix Eight:               Floating Lien Agreement                                                         135




  This English version is an unofficial translation of the official Hebrew version and has no binding force
  The only binding version is the official Hebrew version. (Please see Notes on the Translation and
  Disclaimer)
                                                            E- 4
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                CHAPTER ONE: DEFINITIONS AND INTERPRETATION
1.       The terms in these By-laws shall have the same meaning that they have in their definitions in
         the Securities Law 5728-1968 and in the Stock Exchange Rules, unless a different meaning is
         explicitly stated.

         In these By-laws –

          "call option"             - a security within its meaning in section 52 of the Securities
                                      Law, according to which the MAOF Clearing House assumes
                                      an obligation toward a MAOF Clearing House member in
                                      accordance with its profile, to pay immediately after the
                                      exercise date the difference between the settlement price and
                                      the exercise price, multiplied by the underlying asset multiplier,
                                      if the settlement price is greater than the exercise price;

          "put option"              - a security within its meaning in section 52 of the Securities
                                      Law, according to which the MAOF Clearing House assumes
                                      an obligation toward a MAOF Clearing House member as per
                                      its profile, to pay immediately after the exercise date the
                                      difference between the exercise price and the settlement price,
                                      multiplied by the underlying asset multiplier, if the exercise
                                      price is greater than the settlement price.

          "option"                  - a call option or a put option;


          "positive                 - in respect of a call option – the amount found by multiplying
          differential per            the underlying asset multiplier by the differential between the
          option"                     settlement price and the exercise price;
                                      in respect of a put option – the amount found by multiplying the
                                      underlying asset multiplier by the differential between the
                                      exercise price and the settlement price;

          "short term high - a bank with a short term rating that is –
          rated bank"        -    rating P-2 or higher, according to the rating table of
                                  Moody's Investor's Services; or –
                             -    rating A-2 or higher, according to the rating table of
                                  Standard and Poor's; or –
                             -    rating F2 or higher, according to the rating table of Fitch
                                  Ratings Ltd; or –
                             -    rating A-1 or higher, according to the rating table of Ma'a
                                  lot;
                             on condition that none of the above rating companies rated it
                             lower than the ratings specified above.




     This English version is an unofficial translation of the official Hebrew version and has no binding force
     The only binding version is the official Hebrew version. (Please see Notes on the Translation and
     Disclaimer)
                                                       E- 5
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     "futures"                 - a.        a security within the meaning stipulated in Section 52 of
                                           the Securities Law, according to which the MAOF
                                           Clearing House assumes an obligation toward a MAOF
                                           Clearing House member, as per its profile, to pay at the
                                           end of each trading day and on the expiration date, and
                                           according to which a MAOF Clearing House member
                                           assumes an obligation toward the MAOF Clearing House
                                           , to pay at the end of each trading day and on the
                                           expiration date one of the following, as applicable:

                                           1)      The amount of the differential between the
                                                   settlement price and the transaction price, if the
                                                   settlement price is greater than the transaction
                                                   price. Regarding futures, for which a fluctuation
                                                   coefficient is defined, the amount of the said
                                                   differential shall be multiplied by 100 times the
                                                   fluctuation coefficient;

                                           2)      The amount of the differential between the
                                                   transaction price and the settlement price, if the
                                                   transaction price is greater than the settlement
                                                   price. Regarding futures, for which a fluctuation
                                                   coefficient is defined, the amount of the said
                                                   differential shall be multiplied by 100 times the
                                                   fluctuation coefficient;

                                           3)      The amount of the differential between the
                                                   settlement price and the settlement price on the
                                                   preceding trading day, if the settlement price is
                                                   greater than the settlement price on the preceding
                                                   trading day.
                                                   Regarding futures, for which a fluctuation
                                                   coefficient is defined, the amount of the said
                                                   differential shall be multiplied by 100 times the
                                                   fluctuation coefficient;

                                           4)      The amount of the differential between the
                                                   settlement price on the preceding trading day and
                                                   the settlement price, if the settlement price on the
                                                   preceding trading day is greater than the settlement
                                                   price.
                                                   Regarding futures, for which a fluctuation
                                                   coefficient is defined, the amount of the said
                                                   differential shall be multiplied by 100 times the
                                                   fluctuation coefficient.




This English version is an unofficial translation of the official Hebrew version and has no binding force
The only binding version is the official Hebrew version. (Please see Notes on the Translation and
Disclaimer)
                                                       E- 6
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                                   b.      Regarding futures on a hypothetical debt instrument, the
                                           term “futures” shall mean a securities within the meaning
                                           stipulated in Section 52 of Israel’s Securities Law,
                                           according to which the MAOF Clearing House assumes
                                           an obligation, as per this profile, to pay a MAOF Clearing
                                           House member at the end of each trading day other than
                                           the delivery date, and the MAOF Clearing House member
                                           assumes an obligation to pay the MAOF Clearing house
                                           at the end of each trading day other than the delivery date,
                                           the amount of the differential as stipulated in subsections
                                           a.1), a.2),a.3) or a.4) above, as applicable.

                                           As to delivery dates, the MAOF Clearing House assumes
                                           an obligation towards a MAOF Clearing House member
                                           and the MAOF Clearing House member assumes an
                                           obligation towards the MAOF Clearing House in which
                                           one of the following applies:

                                           1.      A MAOF Clearing House member holding a short
                                                   position in futures undertakes to transfer to the MAOF
                                                   Clearing House on the delivery date debt instruments, as
                                                   prescribed in the appendix to the profile pertaining to
                                                   futures on long-term hypothetical debt instruments
                                                   (hereafter: “Long-term Appendix”) or the appendix
                                                   pertaining to futures on medium-term hypothetical debt
                                                   instruments (hereafter: Medium-term Appendix”), as
                                                   applicable.

                                           2.      Subject to the receipt of debt instruments from the
                                                   MAOF Clearing House member holding a futures
                                                   position short, as stipulated in subparagraph 1) above,
                                                   the MAOF Clearing House undertakes to pay the MAOF
                                                   Clearing House member on the delivery date a cash sum,
                                                   as stipulated in either the Medium-term or Long-term
                                                   Appendix, as applicable.

                                           3.      A MAOF Clearing House member holding a long
                                                   position in futures undertakes to pay the MAOF
                                                   Clearing House on the delivery date, a cash amount, as
                                                   stipulated in either the Long-term or Medium-term
                                                   Appendix, as applicable.

                                           4.      Subject to the payment of the cash sum by the MAOF
                                                   Clearing House member holding a futures position long,
                                                   the MAOF Clearing House, as stipulated in
                                                   subparagraph 3) above, and subject to the transfer of
                                                   debt instruments on the delivery date by a MAOF
                                                   Clearing House member holding a short position in
                                                   futures as stipulated in subparagraph 1) above, the
                                                   MAOF Clearing House undertakes to transfer to the
                                                   aforementioned MAOF Clearing House member on the
                                                   delivery date, debt instruments as stipulated in the Long-
                                                   term or Medium-term Appendix, as applicable.


This English version is an unofficial translation of the official Hebrew version and has no binding force
The only binding version is the official Hebrew version. (Please see Notes on the Translation and
Disclaimer)
                                                       E- 7
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     "Board of                 - the Board of Directors of the MAOF Clearing House or a Board
     Directors"                  of Directors committee authorized by it;
     "the Stock                - The Tel Aviv Stock Exchange Ltd.;
     Exchange"

     “multilateral                 a payment order which includes the debit and credit of three or
     payment order”                more monetary accounts and for which the total debits and
                                   credits amount to zero.

     “transfer to a                a transfer executed within the framework of a Stock Exchange
     custodian” –                  transaction, in options or futures, in exchange for cash, between
                                   the account of a Stock Exchange member executing the
                                   transaction in options or futures on the Stock Exchange on
                                   behalf a client and the account of the same client at a custodian
                                   in which the client’s securities are held.

     “transfer of              - The transfer of options or futures, which is not against cash
     options and                 consideration, between the account of a Stock Exchange
     futures free of             member executing transactions in options and futures on the
     payment”                    Stock Exchange on behalf of a client and the account of another
                                 Stock Exchange member, which holds the client’s options and
                                 futures.

     "member"                  - a member of the MAOF Clearing House;

     “NCHM”                    - a Stock Exchange member that is not also a member of the
                                 MAOF Clearing House


     "member that              - a member that assumes an obligation toward the MAOF
     writes an                   Clearing House, to comply with its undertaking under an
     option"                     option, as prescribed in the terms of the option;


     "member that                  a member to whose credit an option is registered with the
     holds an option               MAOF Clearing House;

     "member that              - a member that holds a future with the MAOF Clearing House,
     holds a future"             to his credit or debit, and who accepts the obligation toward the
                                 MAOF Clearing House to comply with its undertaking under
                                 the future, or there is a undertaking of the MAOF Clearing
                                 House toward him, as prescribed in the terms of the future;

     cash settlement           - a bank member that conducts cash settlement services ,
     member                      including on behalf of members that do not conduct cash
                                 settlement ;

     "By-laws"                 - these By-laws and any change that may be made in them from
                                 time to time by the Board of Directors;

This English version is an unofficial translation of the official Hebrew version and has no binding force
The only binding version is the official Hebrew version. (Please see Notes on the Translation and
Disclaimer)
                                                       E- 8
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     “member                   - Including all obligations toward the MAOF Clearing House of any
     debits"                     type, under the By-laws, any agreement and under any law, as may
                                 occur from time to time, and including, without detracting from the
                                 generality of the above, all obligations toward the MAOF Clearing
                                 House pertaining to the following:

                                   a.      in consideration of the execution of MAOF transactions and
                                           activity, including activity on its own behalf and activity on
                                           behalf of the member’s clients.

                                   b.      in consideration of the execution of MAOF transactions and
                                           activity by NCHM, for which the member is liable, as stipulated
                                           in the By-laws, including activity on behalf of the NCHM as
                                           well as on behalf of the NCHM’s clients.

                                   c.      in consideration of MAOF transactions and activity by a third-
                                           party Non-bank Member, for which the member is liable as
                                           stipulated in the By-laws, including activity on behalf of the
                                           Non-bank Member and on behalf of the Non-bank Member’s
                                           clients.

      “multilateral            - the period of time during which the MAOF Clearing House sends
     settlement                  multilateral payment orders to the System in accordance with System
     window”                     rules.

     “cash account”            - the account of a bank member with the Bank of Israel for the purpose
                                 of executing cash credits and debits by the MAOF Clearing House.

     "trading day"             - a day on which trading is carried on at the Stock exchange;

     "business day"            - a day on which clearing is carried out at the Bank of Israel;

     "reception day"           - Repealed

     "Gilboa bond              - a bundle of Gilboa bonds, the new shekel value of which is the dollar
     unit"                       exchange rate, multiplied by ten thousand;

     "TA-25 index              - a bundle of securities, which includes all the securities that make up
     basket unit"                the TA-25 index basket, the new shekel value of which is the TA-25
                                 index, multiplied by one hundred; the quantity of each of the
                                 securities included in the TA-25 index basket shall be a quantity, the
                                 new shekel value of which shall be the value of the aforesaid bundle,
                                 multiplied by the weight of that security in the TA-25 index;

     “daily net                - the sum attained by adding of all negative net balances on a given
     balance”                    business day.




This English version is an unofficial translation of the official Hebrew version and has no binding force
The only binding version is the official Hebrew version. (Please see Notes on the Translation and
Disclaimer)
                                                       E- 9
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     “net balance”             - the sum attained from offsetting (netting) positive and negative cash
                                 balances of a given member, stemming from all multilateral
                                 settlement orders that were submitted for execution within the
                                 framework of the multilateral settlement window.

     “ZAHAV                    - the rules governing the ZAHAV System as set by the Bank of Israel
     System rules” or              and as they may be from time to time.
     “the System
     rules"

     "consumer price           - the price index known as the consumer price index, which includes
     index"                      vegetables and fruit and is published by the Central Bureau of
                                 Statistics, including that index even if it is published by another
                                 official body or institution instead of the Central Bureau of Statistics,
                                 and including any official index that will replace it, whether or not it
                                 is based on the same data as the present index; if it is replaced by
                                 another index published by an aforesaid body or institution and that
                                 body or institution does not determine the relationship between it and
                                 the replaced index, then the relationship shall be determined by the
                                 Central Bureau of Statistics; if such a relationship is not determined
                                 as aforesaid, then the relationship between the other index and the
                                 replaced index shall be determined in consultation with experts in
                                 economics chosen by the Board of Directors.;

     "basket index"            - the index of a basket of securities, calculated by the Stock Exchange
                                 and published by the Stock Exchange and the Central Bureau of
                                 Statistics;

     "closing price            - an index calculated on each trading day according to the closing
     index"                      prices of the shares included in the index basket, unless stated
                                 otherwise in the Stock Exchange Rules or in the Guidelines
                                 prescribed under the Rules.

     "exercise index"          - the index calculated on the last trading day before the exercise date or
     or "expiration              the expiration date, as applicable, according to the opening prices of
     index" -                    the shares included in the index basket.

                                   However, should no trading in all the shares comprising the basket
                                   index occur on the day designated as the final trading day of a given
                                   series of options or series of futures – the exercise index and
                                   expiration index will be the closing price index set on the trading day
                                   following the day that was originally meant to be the final trading day
                                   of the series of options or futures, as applicable.

                                   For the purpose of this paragraph-
                                   “final trading day of a series of options or futures” – the day
                                   preceding the day the exercise or expiration index is set, as applicable

     "exercise price"          - the price set in the option for the underlying asset;

This English version is an unofficial translation of the official Hebrew version and has no binding force
The only binding version is the official Hebrew version. (Please see Notes on the Translation and
Disclaimer)
                                                       E - 10
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     "transaction              - a.        in respect of futures on share indices and futures on foreign
     price"                                currency exchange rates - the price in NIS of the underlying
                                           asset, multiplied by the underlying asset multiplier, as set
                                           between the buyer and seller at the time a futures transaction is
                                           executed;

                                   b.      in respect of futures on three-month interest rates - one hundred,
                                           less the three-month interest rate multiplied by one hundred, as
                                           set between the buyer and seller at the time a futures transaction
                                           is executed with the future was carried out; the said price shall
                                           be determined to a precision of two decimal places;

                                   c.      in respect of futures on the consumer price index - the NIS
                                           price of the underlying asset, as set between the buyer and
                                           seller at the time a futures transaction ;

                                   d.   in respect of futures on hypothetical debt instruments –the price
                                        in new agorot (i.e, NIS 0.01) of the underlying asset, as set
                                        between the buyer and seller at the time the futures transaction
                                        is executed.
                                   The said price is set to a two-decimal place accuracy level.

     “normalized                   the closing price of a debt instrument on the last trading day prior to
     price”                        expiration date, minus interest accrued up to that day, divided by the
                                   debt instrument’s conversion factor.

     "settlement               - a.       in respect of options–
     price"                               for share price index options – the underlying share price index
                                          multiplied by NIS 1.

                                          for stock options – the opening price in NIS of the share on the
                                          last trading day prior to the exercise date.
                                          However, should no trading on the Stock Exchange in the said
                                          share occur on the day that was originally meant to be the last
                                          trading day of the option series – the settlement price will be the
                                          price set as the share’s closing price on the following trading
                                          day, which was originally designated as the exercise date.

                                          In this paragraph –
                                          “the last trading day of the option series” – the trading day
                                          directly preceding the day on which the settlement price is set.
                                          for foreign exchange rate options – the last exchange rate
                                          published prior to the exercise date, on a day in which trading on
                                          the Stock Exchange takes place and exchange rates are set by the
                                          Bank of Israel; or an alternative price to be calculated according
                                          to the Guidelines, in new agorot (i.e., NIS 0.01).




This English version is an unofficial translation of the official Hebrew version and has no binding force
The only binding version is the official Hebrew version. (Please see Notes on the Translation and
Disclaimer)
                                                       E - 11
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                                   b.      in respect of futures on share price indices and futures on
                                           foreign currency exchange rates -

                                           1)      on the expiration date -

                                                   share price index futures - the index expiration price
                                                   multiplied by NIS 1.
                                                   foreign exchange rate futures – the last exchange rate
                                                   published prior to the expiration date, on a day in which
                                                   trading on the Stock Exchange takes place and exchange
                                                   rates are set by the Bank of Israel; or an alternative price
                                                   to be calculated according to the Guidelines, in new
                                                   agorot (i.e., NIS 0.01).

                                           2)      on any trading day, on which futures transactions were
                                                   executed -

                                                   the weighted average of the transaction prices set in the
                                                   last five futures transactions executed, rounded off to the
                                                   nearest whole new shekel, on condition that in those
                                                   transactions at least twenty five futures were bought or
                                                   sold;

                                                   if at least twenty five futures were not bought or sold in
                                                   the said last five transactions - then the weighted average,
                                                   rounded off as aforesaid, of the transaction prices set in
                                                   the said last transactions executed, in which at least
                                                   twenty five futures were bought or and sold;

                                                   if the aforesaid executed transactions did not amount to
                                                   twenty five futures - then the weighted average, rounded
                                                   off as stated above, of the transaction prices set in all
                                                   futures transactions executed on that trading day;

                                           3)      on trading days on which no said futures transactions
                                                   were executed - the settlement price of the future on the
                                                   preceding trading day;

                                   c.      in respect of three month interest rate futures:
                                           1)    on the expiration date - the differential between one
                                                 hundred and the product one hundred times the annual
                                                 yield of the short term loan series with the term to
                                                 redemption that most nearly approaches three months;




This English version is an unofficial translation of the official Hebrew version and has no binding force
The only binding version is the official Hebrew version. (Please see Notes on the Translation and
Disclaimer)
                                                       E - 12
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                                                   the said yield shall be calculated according to the opening
                                                   price of the above short term loan series on the trading
                                                   day before the expiration date;
                                                   the said price shall be calculated to a precision of two
                                                   decimal places;

                                           2)      on each trading day, on which transactions with the future
                                                   were carried out - the weighted average of the last five
                                                   transactions carried out with the future, on condition that
                                                   in those transactions together at least twenty five futures
                                                   were bought or sold;

                                                   if at least twenty five futures were not bought or sold in
                                                   the said last five transactions - then the weighted average
                                                   of the transaction prices set in the said last transactions to
                                                   be carried out with the future, in which at least twenty five
                                                   futures were bought or sold;

                                                   if no aforesaid transactions were carried out with twenty
                                                   five futures - then the weighted average of the transaction
                                                   prices set in all the said transactions that were carried out
                                                   with the future on that trading day;

                                                   the said price shall be calculated to a precision of two
                                                   decimal places;

                                           3)      on each trading day on which no said transactions were
                                                   carried out with the future - the settlement price of the
                                                   future on the preceding trading day.

                                   d.      in respect of consumer price index futures:

                                           1)      on the expiration date - the last known consumer price
                                                   index;
                                                   the said index shall be calculated to a precision of two
                                                   decimal places;

                                           2)      on each trading day, on which transactions with the future
                                                   were carried out - the weighted average of the prices of
                                                   the last five transactions carried out with the future, on
                                                   condition that in those transactions together at least
                                                   twenty five futures were bought or sold;

                                                   if at least twenty five futures were not bought or sold in
                                                   the said last five transactions - then the weighted average
                                                   of the transaction prices set in the said last transactions
                                                   that were carried out, in which together at least twenty
                                                   five futures were bought or sold;




This English version is an unofficial translation of the official Hebrew version and has no binding force
The only binding version is the official Hebrew version. (Please see Notes on the Translation and
Disclaimer)
                                                       E - 13
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                                                   if no aforesaid transactions were carried out with twenty
                                                   five futures - then the weighted average of the transaction
                                                   prices set in all the said transactions carried out in futures
                                                   on that trading day;

                                                   the said price shall be calculated to a precision of two
                                                   decimal places;

                                           3)      on each trading day on which no said transactions were
                                                   carried out with the future - the settlement price of the
                                                   future on the preceding trading day.


                                  e.      Futures on medium-term hypothetical debt instruments

                                          1)      The settlement price on expiration day (EDSP) will be
                                                  calculated as follows:

                                                                                              S CTD − AI CTD
                                                                                  EDSP =
                                                                                                  CFCTD
                                   where:

                                                  SCTD-          the closing price of the debt instrument with
                                                                 the lowest normalized price among the debt
                                                                 instruments included in the basket of medium-
                                                                 term debt instruments.

                                                  AICTD-         the accrued interest on the day immediately
                                                                 preceding the expiration date on the debt
                                                                 instrument with the lowest normalized price among
                                                                 the debt instruments included in the basket of
                                                                 medium-term debt instruments.

                                                  CFCTD-         the conversion factor of the debt instrument
                                                                 with the lowest normalized price among the
                                                                 debt instruments included in the basket of
                                                                 medium-term debt instruments.

                                                                 The aforementioned price will be set to a two-
                                                                 decimal accuracy level.

                                          2)      on any trading day in which futures transactions were
                                                  executed -
                                                  the weighted average of the transaction prices set in the
                                                  last five executed futures transactions, rounded off to the
                                                  nearest whole new shekel, on condition that in those
                                                  transactions at least twenty five futures were bought or
                                                  sold;

                                                  if at least twenty five futures were not bought or and sold
This English version is an unofficial translation of the official Hebrew version and has no binding force
The only binding version is the official Hebrew version. (Please see Notes on the Translation and
Disclaimer)
                                                         E - 14
                                                                                                  141664
                                                  in the said last five transactions - then the weighted
                                                  average, rounded off as aforesaid, of the transaction prices
                                                  set in the last executed transactions in which at least
                                                  twenty five futures were bought or and sold;

                                                  should the amount in the aforesaid executed transactions
                                                  be less than twenty five futures - then the weighted
                                                  average, rounded off as stated above, of the transaction
                                                  prices set in all futures transactions executed on that trading
                                                  day;

                                          3)      on trading days in which no said futures transactions were
                                                  executed - the settlement price of the future on the
                                                  preceding trading day;

                                  f.      futures on long-term hypothetical debt instruments –

                                          1)      The settlement price on expiration day (EDSP) will be
                                                  calculated as follows:


                                                                                               S CTD − AI CTD
                                                                                   EDSP =
                                                                                                   CFCTD

                                          where:

                                                  SCTD-           the closing price of the debt instrument with
                                                                  the lowest normalized price of the debt
                                                                  instruments included in the basket of long-
                                                                  term debt instruments.

                                                  AICTD-          the accrued interest on the day immediately
                                                                  preceding the expiration date on the debt
                                                                  instrument with the lowest normalized price of
                                                                  the debt instruments included in the basket of
                                                                  long-term debt instruments.

                                                  CFCTD-          the conversion factor of the debt instrument
                                                                  with the lowest normalized price of the debt
                                                                  instruments included in the basket of long-
                                                                  term debt instruments.

                           The aforementioned price will be set to a two-decimal accuracy level.




This English version is an unofficial translation of the official Hebrew version and has no binding force
The only binding version is the official Hebrew version. (Please see Notes on the Translation and
Disclaimer)
                                                       E - 15
                                                                                                   141664
                                          2)      on a trading day, in which futures transactions were
                                                  executed -
                                                  the weighted average of the transaction prices set in the
                                                  last five executed futures transactions, rounded off to the
                                                  nearest whole NIS, on condition that in those transactions
                                                  at least twenty five futures were bought or sold;

                                                  if at least twenty five futures were not bought or and sold
                                                  in the said last five transactions - then the weighted
                                                  average, rounded off as aforesaid, of the transaction prices
                                                  set in the last transactions executed, in which at least
                                                  twenty five futures were bought or and sold;

                                                  should the amount in the aforesaid executed transactions
                                                  be less than twenty five futures - then the weighted
                                                  average, rounded off as stated above, of the transaction
                                                  prices set in all futures transactions executed on that
                                                  trading day;

                                          3)      on trading days in which no said futures transactions were
                                                  executed - the settlement price of the future on the
                                                  preceding trading day;

     "profile"                 - a document drawn up by the MAOF Clearing House in respect of
                                 each class of underlying asset, which reflects the rights and
                                 obligations inherent in the options or futures;

     "underlying               - the number of times the underlying asset is included in the option of
     asset multiplier"           future;

     "Manager of the           - the person appointed by the Board of Directors, on the
     MAOF Clearing               recommendation of the General Manager of the Stock Exchange, to
     House"                      be manager of the MAOF Clearing House or his deputy;


     "Stock                    - the clearing house of the Tel Aviv Stock Exchange Ltd.;
     Exchange
     Clearing House"

     "MAOF                     - the company that clears transactions in options and futures, its number
     Clearing                    in the Companies Register being 51-112258-1;
     House"*)

     "number of days - the number of days from the clearing date of the trading day on which
     to the            the said number of days was calculated until and including the day
     redemption of a   before the redemption of the series;
     short term loan
     series"



This English version is an unofficial translation of the official Hebrew version and has no binding force
The only binding version is the official Hebrew version. (Please see Notes on the Translation and
Disclaimer)
                                                       E - 16
                                                                                                            141664

     “ZAHAV                           the intraday real time payment clearing system operated by Bank of
     System” or “the                  Israel.
     System”

     “conversion                - the conversion factor of a debt instrument i as of the delivery date as
     factor (CF)”                 calculated according to the following equation, to a six decimal place
                                  accuracy level:


                            1         ⎧ c ⎛                1 ⎞     1 ⎫      ⎛     m ⎞
            CF i =                    ⎨       ⎜ 1 .06 −      n ⎟
                                                                 +   n ⎬
                                                                         − c⎜1 −     ⎟
                                      ⎩ 0 .06 ⎝         1 .06 ⎠ 1 .06 ⎭     ⎝    365 ⎠
                                 m
                                365
                        1 .06



                Where:

                CFi -       the conversion factor for debt instrument i

                c-         annual interest rate born by the debt instrument, expressed as a decimal.

                n-         number of whole years until the delivery date and payment of principal

                m-         number of days until the delivery date and upcoming interest payment.

     "futures                   - a new shekel amount as set in the profile;
     fluctuation
     coefficient"

     "short term                - bonds issued by the State of Israel under the Short Term Loan Law
     loan "                       5744-1984;

     “custodian”                - a Stock Exchange member with which a client’s option holdings are
                                  registered.

     "underlying                - the price of a security, securities basket index, foreign exchange
     asset"                       rate, interest rate, price index or another asset to be in Part Seven of
                                  the Stock Exchange Rules or by the Guidelines published under them
                                  or by temporary guidelines;

     "percentage                - one one-hundredth;
     point" -

     "option series"            - options with the same exercise date;


     "future series"            - futures with the same expiration date;



This English version is an unofficial translation of the official Hebrew version and has no binding force
The only binding version is the official Hebrew version. (Please see Notes on the Translation and
Disclaimer)
                                                       E - 17
                                                                                                            141664

     "securities               - a group of securities traded on the Stock Exchange, in respect of
     basket" or                  which the Stock Exchange will calculate and publish an index;
     "basket"

     “basket of long-          - a series or several series of Shachar bonds traded on the Stock
     term debt                   Exchange and for which, directly preceding the first trading day of a
     instruments”                futures series, one of the following applies:

                                   a.      The amount listed for trade on the Stock Exchange, on the
                                           trading day directly preceding the first trading day of the future
                                           series exceeds NIS 4 billion par value, or alternatively,

                                           a series, which the Ministry of Finance has notified the Stock
                                           Exchange by the trading day directly preceding the first trading
                                           day of a futures series, as being an on-the-run offering bond and
                                           which the amount listed for trade on the Stock Exchange on the
                                           day directly preceding the first trading day of the futures series
                                           exceeds NIS 2 billion par value.


                                   b.      The time to maturity on the futures series’ delivery date is
                                           between 6 and 11 years.

                                           If on the day a new futures series becomes lvalid there are no
                                           Shahar bonds for the delivery date of the new futures series that
                                           meet the above criteria, the Manager of the MAOF Clearing
                                           House will determine directly prior the first trading day of the
                                           futures series which long-term debt instruments of the same
                                           series will be included in the basket of long-term debt
                                           instruments.


     *)     the By-laws were amended on April 1, 2004, so that wherever the By-laws read "clearing house" and
            refer to the MAOF Clearing House, they now read MAOF Clearing House.




This English version is an unofficial translation of the official Hebrew version and has no binding force
The only binding version is the official Hebrew version. (Please see Notes on the Translation and
Disclaimer)
                                                       E - 18
                                                                                             141664
     “basket of                - a series or number of series of Shachar bonds traded on the Stock
     medium-term                 Exchange and for which directly prior to the first trading day of a
     debt                        futures series, one of the following applies:
     instruments”
                                   a.       the amount listed for trade on the Stock Exchange, on the
                                            trading day directly preceding the first trading day of the future
                                            series exceeds NIS 4 billion par value, or alternatively,

                                            a series, which the Ministry of Finance has notified the Stock
                                            Exchange by the trading day directly preceding the first trading
                                            day of a futures series, as being an on-the-run offering bond
                                            and which the amount listed for trade on the Stock Exchange
                                            on the day directly preceding the first trading day of the futures
                                            series exceeds NIS 2 billion par value.

                                   b.       The time to maturity on the futures series’ delivery date is
                                            between 3 and 6 years.

                                            If on the day a new futures series becomes lvalid there are no
                                            Shahar bonds for the delivery date of the new futures series
                                            which meet the above criteria, the Manager of the MAOF
                                            Clearing House will determine directly prior to the first trading
                                            day of the futures series which medium-term debt instruments
                                            of the same series will be included in the basket of long-term
                                            debt instruments.

     "derivatives              - transactions in options and futures, which are cleared by the MAOF
     transactions"               Clearing House, as well as the monetary obligations stemming
                                 from;

     "client's open            - a client's credit or debit balance in respect of any option;
     option position"

     "client's open    - a client's credit or debit balance in respect of futures of any series;
     futures position"

     "client's open            - a client's open option position and a client's open future position;
     position"

     "client's balance         - the number of options or the number of futures, as the case may be, of
     of options or               a client;
     client's balance
     of futures"

      “accrued                 - the interest accrued on debt instrument i on day t as calculated in the
     interest"                   following equation to a six-decimal accuracy level:

                                                               m
                                                    AI it =       × Ci
                                                              365


This English version is an unofficial translation of the official Hebrew version and has no binding force
The only binding version is the official Hebrew version. (Please see Notes on the Translation and
Disclaimer)
                                                       E - 19
                                                                                                            141664
                                   where:

                                   AIit - the interest accrued on debt instrument i on day t.
                                   m – the number of days between the last interest payment day until
                                          day t.
                                   Ci - the interest to be paid on a NIS 1 par value debt instrument, on
                                          the next interest payment date, to be calculated as follows:

                                                ⎡                ⎤
                                    C i = 100 × ⎢(1 + c ) 365 − 1⎥
                                                          act


                                                ⎣                ⎦


                                  where:

                                  c-   annual interest rate, expressed as a decimal, born by the debt
                                        instrument.
                                  act- the number of days between the last interest payment day and
                                        the next interest payment day.

                   Irrespective of the above, if day t falls during the period between the ex-interest
                    day and the debt instrument’s first interest payment day following day t, the
                    accrued interest on the debt instrument will be calculated as follows:


                            ⎛ m     ⎞
                    AI it = ⎜    − 1⎟ × C i
                            ⎝ 365 ⎠

     "foreign                  - the representative exchange rate of a foreign currency set by the Bank
     currency                    of Israel; however, during a period in which the Bank of Israel does
     exchange rate"              not set representative exchange rates, the exchange rate last set by the
                                 Minister of Finance together with the Governor of the Bank of Israel
                                 for foreign currency linked Government bonds shall be the foreign
                                 currency exchange rate;

     “opening price”           - as defined in Part Three of the [Stock Exchange] Rules.


     "three-month              - the annual yield of the short term loan series, which - on the day of
     interest rate"              the calculation - has the redemption term that is closest to three
                                 months;



     "annual yield of          - the differential between one hundred and the price of a short term
     a short term                loan series on the Stock Exchange, the said differential being divided
     loan series"                by the price of the short term loan series on the Stock Exchange and
                                 multiplied by 365 and divided by the number of days to the
                                 redemption of the short term loan series;

     “closing price”           - as defined in Part Three of the [Stock Exchange] Rules.
This English version is an unofficial translation of the official Hebrew version and has no binding force
The only binding version is the official Hebrew version. (Please see Notes on the Translation and
Disclaimer)
                                                            E - 20
                                                                                                                 141664

          "exercise date"               the date determined in the profile for exercising the option;

          “delivery date”           - the business day following the expiration date

          "expiration               - the date determined in the profile for the expiration of the future;
          date"

          "conditions of            - the rights and obligations connected to an option or a future, as
          the option or the           prescribed in the By-laws, the Stock Exchange Rules and Guidelines,
          futures                     the profile under which the option or the future was written and in any
          contract"                   other document prescribed in the Stock Exchange Rules and
                                      Guidelines or in these By-laws.

          “Shachar bond”            - a Shachar bond or government bond.

          “hypothetical             - a long-term debt instrument, as defined in the appendix of the profile
          debt                        governing futures on long-term debt instruments or a medium-term
          instrument”                 debt instrument, as defined in the appendix of the profile governing
                                      futures on medium-term debt instruments

          “on-the-run               - a Shachar bond of which the Ministry of Finance notified the Stock
          offering bond”              Exchange that it is a part of a Ministry of Finance “on the run” debt
                                      offering.


          “debit ceiling”           - the maximum sum that the MAOF Clearing House is entitled to debit
                                      the cash account of a cash settlement member for the total multilateral
                                      activity in a given business day of a Non-bank Member on behalf of
                                      which it settles.

2.       Wherever in these By-laws a date is set for the performance of an act on a certain day, then
         that shall be on a business day, and if the date set for the performance of the act is not a
         business day, then the act shall be performed on the next following business day.

3.       Wherever an agreement or approval by the MAOF Clearing House or by the Board of
         Directors is required under these By-laws, that shall be given by the Board of Directors.

4.       Any decision according to the sections of the By-laws specified below, and any change of the
         sections specified below shall be adopted by the votes of 75% of the members of the Board of
         Directors:

         Chapter Two: sections 1, 2.1;
         Chapter Four: sections 2, 4, 8, 9.2.1, 9.3;
         Chapter Four "A": section 1.

         Notwithstanding the aforesaid, a decision of the Board of Directors to increase the Risk Fund
         shall be adopted by the votes of 67% of the members of the Board of Directors.




     This English version is an unofficial translation of the official Hebrew version and has no binding force
     The only binding version is the official Hebrew version. (Please see Notes on the Translation and
     Disclaimer)
                                                        E - 21
                                                                                      141664
5.      5.1    These By-laws constitute a framework agreement between the MAOF Clearing
               House and each MAOF Clearing House member, which governs all transactions in
               options or futures to which the member is party, whether they be within the
               framework of trading on its own behalf (nostro) or on behalf of clients, including
               NCHM, the transactions of which the member is liable, including the transactions of
               the NCHM clients.

                Within this context, “framework agreement” – as defined in the Financial Assets
                Agreement Law – 2006 (hereafter Framework Agreement).

        5.2 To dispel any possible doubt, it is hereby stated clearly that these By-laws constitute
            an individual Framework Agreement between the MAOF Clearing House and each
            one of its members, which governs all transactions in options or futures to which the
            member is a party, as stipulated in Paragraph 5.1 above, as well as all of the
            member’s debits, as defined in Chapter Eight below.

 6.     6.1      All notifications or instructions will be delivered to the MAOF Clearing House in
                 writing on the forms set by it or via automated transmission, as determined by the
                 MAOF Clearing House. The MAOF Clearing House will not be obligated to take
                 action if the notification or instruction is not delivered on its proper form or not
                 transmitted in an appropriate manner. If the MAOF Clearing House agrees to take
                 action even if the notification or instruction is not complete or is not delivered on the
                 proper form or not transmitted appropriately, its consent is not to be interpreted as
                 general consent, but rather as a special dispensation covering solely the specific case
                 in which consent was given.

         6.2 The Manager of the MAOF Clearing House is entitled to permit the acceptance of
               instructions or notifications by the MAOF Clearing House transmitted by facsimile,
               electronic communications whether by computer or other means set by him, and on
               the terms set by him.


        6.3    The following will apply to notifications and instructions delivered to the MAOF
               Clearing House:

                6.3.1.      All MAOF Clearing House records regarding an instruction or notification
                            will serve as evidence of the fact that member or NCHM contacted the
                            MAOF Clearing House, of the content of the instruction or notification and
                            of the date of its delivery to the MAOF Clearing House.

                6.3.2       The MAOF Clearing House will not be responsible for damages which may
                            be caused by mistakes or errors in the content of the notification or
                            instruction or as a result of its being given by a person not authorized to do
                            so.




 This English version is an unofficial translation of the official Hebrew version and has no binding force
 The only binding version is the official Hebrew version. (Please see Notes on the Translation and
 Disclaimer)
                                                       E - 22
                                                                                                            141664

       6.4    The member is solely responsible for regularly tracking the filings issued it by the
              MAOF Clearing House. The member must check that the data appearing on each
              filing are correct, and it must notify the MAOF Clearing House of data that do not
              match the information at its disposal and act to change or complete them if
              necessary. The MAOF Clearing House is not responsible for monitoring these
              filings.

               Any filing sent to a member upon which the member did not comment within 20
               days from the day it was issued, will be considered a final filing and, for all intents
               and purposes, will be binding on the member.

7.     The MAOF Clearing House will announce any additions or amendments to the By-laws by
       publication on the Stock Exchange website at the following address: maya.tase.co.il.

       The additions or amendments stipulated above will become valid on the aforementioned
       date of publication, unless otherwise indicated in announcement of the addition or
       amendment as stipulated above.




This English version is an unofficial translation of the official Hebrew version and has no binding force
The only binding version is the official Hebrew version. (Please see Notes on the Translation and
Disclaimer)
                                                            E - 23
                                                                                                                 141664
           CHAPTER TWO: THE MAOF CLEARING HOUSE RISK FUND
1.       1.1    The MAOF Clearing House shall establish a Risk Fund (hereinafter: the "Risk Fund"),
                in an amount to be set from time to time by the Board of Directors.

         1.2    The amount of the Risk Fund shall be updated once in every quarter year (hereinafter:
                "quarter"), on the 15th of the first month of each quarter (hereinafter: "updating date"),
                and it shall be the largest of the following amounts:

                1.2.1 the daily average of the amounts of margin demanded in accordance with section
                      1.1 in Chapter Eight below, at the beginning of the trading days during the
                      preceding quarter from members of the MAOF Clearing House, other than the
                      five banks that are members of the MAOF Clearing House and have the highest
                      equity among the members of the MAOF Clearing House;

                        for this purpose, "equity" - as defined in Chapter Four below;

                1.2.2 one third of the daily average amount of margin demanded at the beginning of the
                      trading days during the preceding quarter from all members of the MAOF
                      Clearing House under section 1.1 of Chapter Eight below;

                1.2.3 NIS 200 million.

2.       2.1    2.1.1 Each member's part in the Risk Fund shall be updated on each updating date, and
                      it shall be the larger of the following two amounts:

                        2.1.1.1 the amount of the Risk Fund, as said in section 1 above, multiplied by the
                                ratio of the daily average of the amounts of margin demanded of the
                                member at the beginning of the trading days under section 1.1 in Chapter
                                Eight below, to the daily average of the amounts of margin demanded
                                from members of the MAOF Clearing House at the beginning of the
                                trading days during the preceding quarter in accordance with section 1.1 in
                                Chapter Eight below;

                        2.1.1.2 NIS 5 million.

                2.1.2 Notwithstanding the provisions of subsection 2.1.1 above, if in the course of any
                      quarter a clearing agreement was canceled between a NCHM. and the member
                      that cleared for another (hereinafter: the first clearer), as defined in Chapter Four
                      "A", and if an agreement to clear through the MAOF Clearing House was made
                      by that NCHM and another member (hereinafter: the second clearer), then the
                      following provisions shall apply:




     This English version is an unofficial translation of the official Hebrew version and has no binding force
     The only binding version is the official Hebrew version. (Please see Notes on the Translation and
     Disclaimer)
                                                       E - 24
                                                                                                            141664

                   2.1.2.1 on the day on which the agreement to clear through the MAOF Clearing
                           House with the second clearer goes into effect, the second clearer's part of
                           the Risk Fund shall be increased by the amount set for that quarter for the
                           first clearer in respect of the activity of the NCHM under section 2.1.1.1
                           above, and at the same time the first clearer's part of the Risk Fund shall
                           be reduced by the same amount;

                   2.1.2.2 the part of the second clearer shall be updated at the beginning of the next
                           quarter, as follows: to the daily average of the amount of margin
                           demanded of the second clearer in the preceding quarter, in accordance
                           with section 2.1.1 above, shall be added the daily average of the margin
                           demanded in the preceding month of the first clearer in respect of the
                           NCHM's activity.

           (The amount equal to the member's part of the Risk Fund under this section 2, as
           updated from time to time, shall hereinafter be called "the member's part of the Risk
           Fund").

           2.1.3 The part of the risk fund of a new member who joins the Clearing House shall be
                 determined by the Board of Directors, on condition that it is not less than NIS 5
                 million.

           2.1.4 Notwithstanding the provisions of sections 2.1.1 and 2.1.3 above, if in the course
                 of any quarter whatsoever a clearing agreement between a NCHM and the
                 member that cleared for another (hereinafter: the clearing member) was canceled
                 and the NCHM became a member on that same day, then the following provisions
                 shall apply:

                   2.1.4.1 On the day on which the new member's membership in the MAOF
                           Clearing House goes into effect, the new member shall be required to
                           deposit in the Risk Fund the amount set in that quarter under section 2.1.1
                           for the clearing member in respect of the activity of the new member that
                           was the NCHM, and concurrently the part of the clearing member in the
                           Risk Fund shall be reduced by the same amount;

                   2.1.4.2 at the beginning of the following quarter the new member's part shall be
                           updated as specified in section 2.1.1, as if he had acted as a member during
                           all of the preceding quarter; concurrently the part of the clearing member
                           shall be updated according to section 2.1.1, as if he had not at all cleared
                           for the new member during the preceding quarter;

                   2.1.4.3 notwithstanding the provisions of sections 2.1.4.1 and 2.1.4.2 above, the
                           new member's part shall not be smaller than NIS 5 million.
                           (An amount equal to a member's part of the Risk Fund, under this section
                           2, as updated from time to time, shall hereafter be called "the member's
                           part of the Risk Fund")




This English version is an unofficial translation of the official Hebrew version and has no binding force
The only binding version is the official Hebrew version. (Please see Notes on the Translation and
Disclaimer)
                                                            E - 25
                                                                                                                 141664

         2.2    2.2.1 A member shall give margin to the MAOF Clearing House and charge them in its
                      favor in order to secure his part of the Risk Fund, on condition that at any time the
                      value of the margin not be less than the member's part of the Risk Fund, all on the
                      conditions specified in Chapter Eight below (hereinafter: "margin for the Risk
                      Fund").

                        In order to secure 25% of a member's part of the Risk Fund, the member shall
                        give the Risk Fund margin in cash.

                2.2.2 If, on the date of any updating, a member's part of the Risk Fund is greater than
                      the member's part of the Risk Fund in the preceding quarter, then the member
                      shall - on the updating date - provide the additional margin, as required under
                      section 2.2.1 above, all on the conditions specified in Chapter Eight below
                      (hereinafter: (hereinafter: "provision of additional margin", all on the conditions
                      specified in Chapter Eight below.)

3.       Without derogating from any right of the MAOF Clearing House under the By-laws -

         3.1    when one or more of the events specified in section 1.1.2 in Chapter Seven "B" below
                occur in respect of any member (hereinafter: "the member in violation"), then the
                MAOF Clearing House shall be entitled to exercise the margin given by the member in
                violation to the Risk Fund, and that in addition to the right of the MAOF Clearing
                House to exercise the margin that secure the member's meeting his obligations, which
                the member in violation gave, and all that for the payment of all the member's
                obligations toward the MAOF Clearing House under the By-laws or under any part
                thereof;

         3.2    3.2.1 every member that is not a member in violation (hereinafter in this section: "other
                      member") shall pay to the MAOF Clearing House on its demand, as specified in
                      Chapter Eight below, on conditions prescribed there, an amount equal to the other
                      member's part in the Risk Fund, or any part thereof;

                3.2.2 if another member did not pay all the amounts demanded of him by the MAOF
                      Clearing House, as said in subsection 3.2.1 above, on the date of the demand, then
                      the MAOF Clearing House is entitled to exercise the margin deposited by the
                      other member in the margin accounts, as defined in Chapter Eight below, or in
                      any of them, on condition that the MAOF Clearing House not collect from the
                      other member in respect of the obligations of the member in violation an amount
                      greater than the other member's part of the Risk Fund, all on conditions specified
                      in Chapter Eight below.




     This English version is an unofficial translation of the official Hebrew version and has no binding force
     The only binding version is the official Hebrew version. (Please see Notes on the Translation and
     Disclaimer)
                                                            E - 26
                                                                                                                 141664

4.       If a member requested that his membership in the MAOF Clearing House be terminated and
         his request was approved by the Board of Directors, then the member shall retire from the
         Risk Fund and the margin he gave to the Risk Fund shall be returned to him at the end of the
         quarter that follows after the quarter in which his membership in the MAOF Clearing House
         was terminated, or at an earlier time, as determined by the MAOF Clearing House (if so
         determined), and the member shall, for all intents and purposes, be liable for his part in the
         Risk Fund until that date.

5.       If, because of any reason whatsoever, the value of the margin given to secure the members'
         parts of the Risk Fund dropped below the amounts required under sections 1 and 2 above,
         then the MAOF Clearing House shall continue its activity only if the margin to secure the
         members' parts of the Risk Fund are completed, as required under sections 1 and 2 above.

6.       At the beginning of each quarter the MAOF Clearing House shall pay the members a
         premium of 0.25% of their part of the Risk Fund; the amount to be paid to each member shall
         be determined according to the ratio between the member's part of the Risk Fund and the
         amount of the Risk Fund in the preceding quarter.




     This English version is an unofficial translation of the official Hebrew version and has no binding force
     The only binding version is the official Hebrew version. (Please see Notes on the Translation and
     Disclaimer)
                                                            E - 27
                                                                                                                 141664

      CHAPTER THREE: ACTIVITIES OF THE MAOF CLEARING HOUSE
1.       a.     The MAOF Clearing House shall issue a profile.

         b.     The profile is l subject to change over time, as a result of amendments made under
                decisions of the Board of Directors of the Stock Exchange and the Board of Directors of
                the MAOF Clearing House, as the case may be. The aforesaid amendments shall be
                brought to the attention of the public in the following manner:

                1)      A notice that the profile has been amended shall be published in at least two
                        widely-circulated daily newspaper, published in Israel in Hebrew;

                2)      The full text of the amendment shall be posted on the Stock Exchange's online
                        disclosure website, “MAYA” at the following url: maya.tase.co.il.

                3)      The updated profile, including the amendment, will be posted on the Stock
                        Exchange’s website at the url: www.tase.co.il.

2.       The MAOF Clearing House shall provide services for its members, as provided in these By-
         laws.

3.       Without derogating from the provision of section 2 above, the MAOF Clearing House shall
         provide the following services for its members:

         3.1    registration and clearing of transactions and transfers in the members' accounts;

         3.2    exercising;

         3.3    any other services decided on by the Board of Directors.

4.       The MAOF Clearing House is entitled to collect fees from MAOF Clearing House members
         for its services, at rates and in the manner to be prescribed from time to time by the Board of
         Directors.

5.       The Board of Directors may decide to provide, directly or indirectly, services also to others
         against payment.

6.       Without derogating from any right of the MAOF Clearing House under the By-laws, the
         books and accounts of the MAOF Clearing House shall be deemed correct and shall constitute
         a priori evidence of all particulars of all their contents.




     This English version is an unofficial translation of the official Hebrew version and has no binding force
     The only binding version is the official Hebrew version. (Please see Notes on the Translation and
     Disclaimer)
                                                            E - 28
                                                                                                                 141664

      CHAPTER FOUR: MEMBERSHIP IN THE MAOF CLEARING HOUSE
1.       General

         1.1    The number of members in the MAOF Clearing House is not limited.

         1.2    Membership in the MAOF Clearing House requires approval by the Board of Directors.

2.       Conditions of qualification for membership

         2.1    An applicant for membership must meet the following conditions:

                2.1.1 it is a member of the Stock Exchange;

                2.1.2 at least three years have passed since the beginning of its activity as candidate for
                      Stock Exchange membership;

                        the Board of Directors may exempt any one of the following bodies from the need
                        to meet this condition:

                        2.1.2.1 a Stock Exchange member that was accepted as a Stock Exchange
                                member in place of its parent company, which had been a Stock Exchange
                                member and within the framework of a reorganization of its business it
                                transferred to it the securities business which it had carried out, on
                                condition that three years passed since its parent company began its
                                activity as candidate for Stock Exchange membership;

                        2.1.2.2 a Stock Exchange member that is a subsidiary of an international
                                investment house;

                        2.1.2.3 a Stock Exchange member, that was accepted as a Stock Exchange
                                member in place of its subsidiary, which had been a Stock Exchange
                                member and which transferred to it - within the framework of a
                                reorganization of its business - the securities business that had been
                                carried out by it, on condition that three years passed since its subsidiary
                                began its activity as candidate for Stock Exchange membership;

                2.1.3 it has a minimum shareholders’ equity of at least one of the following:;

                        For the purpose of this paragraph:

                        "shareholders’ equity" –
                        in respect of a member that is a bank – shareholders’ equity, in accordance with
                        accepted accounting practices;

                        in respect of a Non-bank Member – shareholders’ equity within its meaning in
                        Part One of the Stock Exchange Rules;




     This English version is an unofficial translation of the official Hebrew version and has no binding force
     The only binding version is the official Hebrew version. (Please see Notes on the Translation and
     Disclaimer)
                                                            E - 29
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                        2.1.3.1. the minimal shareholders’ equity required of a member will be NIS 120
                                million linked to the Index of June 2002.

                        2.1.3.2. in addition to the shareholders’ equity requirement stipulated in sub-
                                 paragraph 2.1.3.1 above, members seeking to provide services to
                                 N.M.E.M.s as per Chapter Four-A of the By-laws or to a bank controlled
                                 by it that is not a Stock Exchange member as stipulated in Chapter Four-B
                                 of the By-laws, are required to maintain additional shareholders’ equity of
                                 NIS 120 million linked to the Index of June 2002 for each
                                 abovementioned N.M.E.M. and bank on behalf of which the member
                                 renders services.

                        2.1.3.3. in respect of a member that is also a member of the Stock Exchange
                                 Clearing House, the shareholders’ equity required of it, as stipulated in
                                 2.1.3.1 and 2.1.3.2 above, is in addition to the amount required of it under
                                 the Stock Exchange Clearing House By-laws.

                2.1.4 it shall insure itself by an appropriate insurance policy;

                2.1.5 it has the means and the professional manpower that enable it to function on the
                      MAOF Clearing House in an orderly manner.

                2.1.6 if a bank, it participates in the ZAHAV system.

         2.2    If a member wishes to provide services to a Stock Exchange member that is not a
                MAOF Clearing House member, then it shall also meet the conditions prescribed in
                section 1 of Chapter Four "A" below,

3.       Application for membership and how it is processed

         3.1    3.1.1 Any applicant for membership (hereinafter: the applicant) shall submit an
                      application to the MAOF Clearing House (hereinafter: the application) (see
                      Appendix Three).

                3.1.2 The particulars of the application and the documents that shall be attached to it
                      shall be prescribed by the Board of Directors.

                3.1.3 If, while an application is being processed, it is found that information needed for
                      a decision about it is missing, then the Board of Directors may require that those
                      particulars be provided to it by a date prescribed by it.

                3.1.4 If the application did not comply with the provisions of this section or if
                      information requested as said in subsection 3.1.3 above was not provided by the
                      date stated in the request, then processing of the application shall stop until
                      whatever was missing is completed, and when the missing material is completed
                      the application shall be treated as a new application submitted on the date of the
                      completion.




     This English version is an unofficial translation of the official Hebrew version and has no binding force
     The only binding version is the official Hebrew version. (Please see Notes on the Translation and
     Disclaimer)
                                                            E - 30
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                3.1.5 Processing the application is subject to payment of a processing fee, as specified
                      in the appendix to the Guidelines to Part Six of the Rules.

         3.2    3.2.1 The Board of Directors shall discuss the application no later than 120 after the
                      date on which it was received, on condition that the application included all the
                      necessary information and documents.

                3.2.2 Under special circumstances the Board of Directors may recommend to the
                      MAOF Clearing House that it not accept an

                        application for membership, or that it set additional conditions for its approval,
                        also if all the requirements under this Chapter have been met, on condition that the
                        applicant was given an appropriate opportunity to bring its written arguments
                        before the Board of Directors.

                3.2.3 Under special circumstances and with the recommendation of the Board of
                      Directors, as said in subsection 3.2.2 above, the General Meeting may decide not
                      to approve an application for membership or to set additional conditions for its
                      approval, also if all the requirements under this Chapter have been met.

         3.3    An approval for admission to membership shall lapse, if the conditions set in the
                approval were not met within the period set in the approval.

         3.4    If the Board of Directors approved an application, then - within seven days after the
                approval - the applicant shall pay the MAOF Clearing House the MAOF Clearing
                House membership fee, as shall be prescribed by the Board of Directors.

         3.5    An approved candidate shall become a member when the following conditions have
                been met:

                3.5.1 it deposited its part in the MAOF Clearing House Risk Fund;

                3.5.2 it complied with the conditions of these By-laws and with any additional
                      condition, in accordance with section 3.2.2 above;
                3.5.3 it paid the MAOF Clearing House membership fee.

4.       Equity of a Non-bank Member and how it is to be invested

         4.1    In addition to the required equity, the Board of Directors may require that controlling
                members or Directors of a Non-bank Member give appropriate guaranties to secure the
                Non-bank Member's present or future obligations.

         4.2    A Non-bank Member shall invest half of its minimum equity in liquid assets, as defined
                in the Stock Exchange Rules; the liquid assets shall be free of any encumbrance,
                attachment, lien or any other third party right, other than margin to the credit of the
                MAOF Clearing House.

                When compliance with the aforesaid liquid asset requirements is examined according to
                the financial reports, that shall be done according to the member's own financial reports
                and not according to consolidated financial reports, if such were submitted by him.

     This English version is an unofficial translation of the official Hebrew version and has no binding force
     The only binding version is the official Hebrew version. (Please see Notes on the Translation and
     Disclaimer)
                                                            E - 31
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         4.3    Assets of a Non-bank Member, in the amount of the required minimum equity, shall be
                free of any encumbrance, attachment, lien or any other third party right, other than
                margin to the credit of the MAOF Clearing House.

         4.4    A Non-bank Member shall have positive operating capital in an amount equal to 50% of
                its minimum equity.

                Whether the aforesaid operating capital requirements are met shall be examined
                according to the member's own financial reports and not according to consolidated
                financial reports, if such were submitted.

5.       The member's obligations

         5.1    5.1.1 A member shall always maintain its qualifications for membership in the MAOF
                      Clearing House also after it was accepted as a member, and it shall comply with
                      the other provisions of the By-laws.

                        However, notwithstanding the provisions of section 2.1.3 above, the minimum
                        equity of a member shall be -
                        -       from January 1, 2003, until December 31, 2003 - NIS 100 million;
                        -       beginning with January 1, 2004 - NIS 120 million.

                5.1.2 The ratio of the amount of margin demanded of a MAOF Clearing House
                      member, as said in Chapter Eight, to its equity, within its meaning in section 2.1.3
                      above, shall not at any time exceed 1.5 (the total of margin required) to 1 (the
                      equity).

         5.2    A member shall fulfill the obligations incumbent upon it under the Stock Exchange
                Rules and the Guidelines thereunder, and if it is a member of the Stock Exchange
                Clearing House, then it shall comply with the By-laws of the Stock Exchange Clearing
                House, all those as they shall be from time to time, and those obligations shall be
                deemed part of its obligations as a member of the MAOF Clearing House.

                Without derogating from the aforesaid, whenever a member has to obtain approval on
                behalf of the Stock Exchange or the Stock Exchange Clearing House, the member shall
                also submit a copy of its request to the MAOF Clearing House, and it shall be entitled to
                determine that its approval also is required, and it shall be entitled to refuse to grant it or
                to set conditions for granting it.

         5.3    A member shall require its clients to sign an undertaking not to exceed the restrictions
                on their open positions, as is prescribed in the Stock Exchange Rules and the guidelines
                thereunder.

         5.4    5.4.1 Differences of opinion or controversies between a member and another member,
                      as far as that concerns their activity on the MAOF Clearing House, shall be
                      resolved by them; if they did not reach an agreement within thirty days, then
                      within an additional thirty days they shall appoint a single arbitrator; if an
                      arbitrator was nor appointed as aforesaid, they shall so inform the MAOF
                      Clearing House and the arbitrator shall be appointed within thirty days after the
                      said notification by the chairman of the Board of Directors.


     This English version is an unofficial translation of the official Hebrew version and has no binding force
     The only binding version is the official Hebrew version. (Please see Notes on the Translation and
     Disclaimer)
                                                            E - 32
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                5.4.2 The arbitration shall proceed in accordance with the Schedule to the Arbitration
                      Law 5728-1968.

6.       Disciplinary jurisdiction

         6.1    Members shall be subject to disciplinary jurisdiction under the By-laws.

         6.2    The procedures of disciplinary jurisdiction shall be as prescribed in the Stock Exchange
                Rules, mutatis mutandis as the case may be, and with the changes specified in this
                Chapter.

         6.3    Every violation by a member, its ranking manager or employee, of a provision
                prescribed in the By-laws shall be deemed a disciplinary offense.

         6.4    If a member committed a disciplinary offense, then its directors, general manger and
                controlling shareholder shall also be held liable for that offense, unless they proved that
                the offense was committed without their knowledge and that they were not obligated to
                know about it, or that they took all reasonable steps to prevent the offense.

         6.5    For purposes of sections 6.3 and 6.4 above, in a member that is a bank only the General
                Manager and the managers responsible for the unit or departments connected to the
                securities market shall be deemed ranking managers.

         6.6    Disciplinary hearings shall be before a single judge, who has a legal education, unless
                the Board of Directors decided to hold the hearing before a board of three judges
                (hereinafter: disciplinary board); the single judge or the disciplinary board shall be
                appointed by the Chairman of the Board of Directors.

         6.7    A single judge shall not be entitled to impose a penalty of the cancellation of
                membership or a penalty of suspension for a period longer than ninety days, and a fine
                imposed by him shall not exceed one half the maximum amount, which a disciplinary
                board may impose under the Stock Exchange Rules.

7.       Late submission of reports

         7.1    The Board of Directors may impose a fine of NIS 10,000 on a member, if the member
                was late in submitting financial reports or other reports under section 20 A. of Part One
                of the Stock Exchange Rules.

         7.2    An aforesaid decision shall only be made after the member was given an opportunity to
                present its arguments to the Board of Directors in writing.

         7.3    A decision on a payment under the provision of section 7.1 shall not derogate from the
                possibility that other disciplinary jurisdiction proceedings be taken against the member.




     This English version is an unofficial translation of the official Hebrew version and has no binding force
     The only binding version is the official Hebrew version. (Please see Notes on the Translation and
     Disclaimer)
                                                            E - 33
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8.       Temporary suspension of the provision of MAOF Clearing House services

          a.      1)     The director which is the CEO of the Stock Exchange (hereafter in this
                         paragraph: Stock Exchange CEO), after consulting the Chairman of the Board
                         of Directors, and should the CEO of the Stock Exchange also serve as the
                         Chairman of the Board of Directors, after consulting the Chairman of the
                         Board of the Stock Exchange (hereafter in this paragraph: Chairman of the
                         Board), is entitled to order a temporary suspension of the provision of MAOF
                         Clearing House services to a member (hereafter: Temporary Suspension) if he
                         has reason to suspect that the member is likely to default on all or some of its
                         obligations, or if it was decided to convene the MAOF Clearing House Board
                         of Directors to discuss the possibility of calling an immediate redemption of
                         the member’s outstanding liabilities towards the MAOF Clearing House or to
                         discuss altering or closing the member’s open position, as stipulated in
                         Chapter Seven-B below, or if it was decided to convene the Board of Directors
                         to discuss the continuation of MAOF Clearing House services to the member
                         as stipulated in subparagraph 8.b. below.

                         In such cases the Stock Exchange CEO will avoid, as far as possible, an order
                         to temporarily suspend the provision of MAOF Clearing House services to the
                         member, without first giving it the opportunity to plead its case. However,
                         should the Stock Exchange CEO believe that decision cannot be postponed;
                         the Stock Exchange CEO will be entitled to order such a Temporary
                         Suspension , even prior to giving the member an opportunity to plead its case,
                         as long as such an opportunity is given after the decision was made.

                  2)     However, should the member default on its financial obligations stemming
                         from the activity conducted with the MAOF Clearing House, as articulated in
                         Paragraph 3 to Chapter Five of the By-laws, the Stock Exchange CEO in
                         consultation with the Chairman of the Board, will order an immediate
                         Temporary Suspension of MAOF Clearing House services to the member. In
                         such cases, the member will be given the opportunity to plead its case after the
                         decision is made.
          b.             Should the Stock Exchange CEO order a Temporary Suspension, he will
                         notify the Chairman of the Board, who will act to convene the Board of
                         Directors at the earliest opportunity to discuss continuation of the provision of
                         MAOF Clearing House services to the member.

          c.             Should the member during the course of Temporary Suspension period prove
                         to the satisfaction of the Stock Exchange CEO that the cause for the
                         imposition of the Temporary Suspension no longer exists, the Stock Exchange
                         CEO will be entitled to order the resumption of MAOF Clearing House
                         services to the member.

          d.             Should the member fail to prove to the satisfaction of the Stock Exchange
                         CEO that the cause for the imposition of the Temporary Suspension no longer
                         exists, the Board of Directors will convene to discuss the continuation of the
                         provision of MAOF Clearing House Services to the member.


     This English version is an unofficial translation of the official Hebrew version and has no binding force
     The only binding version is the official Hebrew version. (Please see Notes on the Translation and
     Disclaimer)
                                                            E - 34
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          e.      1)     Should the Board of Directions decide that there is a reason to suspect that
                         the member will default on its either all or part of its obligations or that the
                         member will not be able to service all or part of its liabilities, or if one or
                         more of the other events articulated in subparagraph 1.1.2. of Chapter
                         Seven-B of the By-laws should occur (hereafter the above suspicion or any
                         of the events mentioned above: “event warranting suspicion of insolvency”)
                         the Board of Directors will be entitled to impose a suspension of MAOF
                         Clearing House services to the member and it is entitled to set limitations
                         on the period of time such suspension of services will be imposed.

                  2)     The Board of Directors is entitled to make decisions regarding the
                         continuation of MAOF Clearing House services to a member, either in full
                         or in part, and is entitled to limit the provision of such services, by terms
                         and conditions as it deems fit, according to its discretion.

                  3)     The Board of Directors shall not resolve to suspend the provision of MAOF
                         Clearing House services to a member, or to limit the MAOF Clearing
                         House services provided without giving the member a fair opportunity to
                         appear before the Board of Directors or state its position in writing. Should
                         the Board of Directors believe that the decision cannot be postponed, the
                         Board of Directors is entitled to make such a decision even before giving
                         the member a chance to plead its case before the Board of Directors as
                         stipulated above, and solely if the member is given the opportunity to state
                         its case in writing after the decision is made.


9.       Suspension and cancellation of membership

         9.1    The provisions of the Stock Exchange Rules on all aspects of the cancellation of
                membership and suspension shall apply, mutatis mutandis, as the case may be, and with
                the changes specified in this Chapter.

         9.2    A member's membership shall also lapse or be suspended in any of the following
                instances:

                9.2.1 the Board of Directors decided to cancel or to suspend a member's membership -
                      for a period and on conditions it shall determine - because of one of the following
                      reasons:

                        9.2.1.1     a liquidator, temporary liquidator or a receiver was appointed for the
                                    member, or the member adopted a resolution of voluntary liquidation or
                                    was liquidated;

                        9.2.1.2     a petition for the member's liquidation was submitted, on the grounds of
                                    insolvency, its as defined in Section 258(2)(d) of the Companies
                                    Ordinance, and such petition was neither e withdrawn nor vacated
                                    within thirty days;

                        9.2.1.3     the member was found guilty of an offense involving moral turpitude;

     This English version is an unofficial translation of the official Hebrew version and has no binding force
     The only binding version is the official Hebrew version. (Please see Notes on the Translation and
     Disclaimer)
                                                         E - 35
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                     9.2.1.4     an indictment was brought against the member or against one of its
                                 controlling shareholders and in light of the severity of the indictment,
                                 the Board of Directors believes that –that cancellation or suspension of s
                                 membership is warranted.

                     9.2.1.5     the member ceased being a Stock Exchange member or was suspended
                                 from it;

                     9.2.1.6     the disciplinary board pronounced a penalty of cancellation of
                                 membership against the member;

                     9.2.1.7     one or more of the events stipulated in sub-paragraph 1.1.2 of Chapter
                                 Seven-B occured;

                     9.2.1.8     substantive improprieties were discovered in the the manner in which
                                 the member conducts business, and those were not corrected within the
                                 deadline set by the MAOF Clearing House;

                     9.2.1.9     the member fails to comply with one of the conditions or one of the
                                 obligations imposed upon him under Chapters Two, Four, Four "A",
                                 Five, Seven or Eight of the By-laws;

                     9.2.1.10 the member ceased complying with one of the conditions enumerated in
                              Chapters Two to Four of Part One of the Stock Exchange Rules or of the
                              Guidelines under them;

                     9.2.1.11 the member did not act in accordance with a decision of the disciplinary
                              board regarding a disciplinary sanction placed on it;

                     9.2.1.12 the member fails to conduct                     actual and continuous activity on the
                              MAOF Clearing House;

                     9.2.1.13 one of the instances specified in subsections 9.2.1.1, 9.2.1.3 or 9.2.1.8
                              occurred involving a member’s controlling shareholder the Board of
                              Directors believes that that is liable to affect the member;

             9.2.2 the member requested       the cancellation of its MAOF Clearing House
                   membership and its request was approved by the Board of Directors;

                       membership shall be canceled after prerequisites have been met and on a date
                      that set by the Board of Directors.

9.3   A decision to cancel or suspend a member's membership otherwise than at the member's
      request shall be adopted only after the member was given a fair opportunity to appear
      before the Board of Directors or to present its arguments in writing; however, if the Board of
      Directors holds that the adoption of the decision cannot be postponed, the Board of Directors
      will be entitled to suspend the membership even before the member was given such
      opportunity to present its arguments to the Board of Directors , on the condition that it be
      given a opportunity to present its arguments in writing after the decision was adopted.

  This English version is an unofficial translation of the official Hebrew version and has no binding force
  The only binding version is the official Hebrew version. (Please see Notes on the Translation and
  Disclaimer)
                                                         E - 36
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      9.4    If a member was suspended or its membership was canceled, or if partial or full
             provision of MAOF Clearing House services to it was suspended, the Board of
             Directors shall decide how to liquidate the member's open positions in its client
             accounts and in its proprietary trading (nostro) account. The MAOF Clearing House
             shall be entitled to perform any action necessary to carry out the Board of Directors’
             decision, including the disposition of collateral.

10.   If a member was suspended or if its membership was canceled, or if it was decided to
      interrupt temporarily the provision of Clearing House services to it, then it and all its agents
      shall do everything possible in order to prevent - as far as possible - damage to the member's
      clients, to other members, to the MAOF Clearing House and to the Stock Exchange.

      If a member was suspended, if its membership was canceled, or if it was decided to interrupt
      temporarily the provision of Clearing House services to it, then it shall continue to bear all the
      obligations of a member in respect of the transactions which it carried out as a MAOF
      Clearing House member.




  This English version is an unofficial translation of the official Hebrew version and has no binding force
  The only binding version is the official Hebrew version. (Please see Notes on the Translation and
  Disclaimer)
                                                            E - 37
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      CHAPTER FOUR-A: TRANSACTIONS OF AN EXCHANGE MEMBER
           WHO IS NOT A MAOF CLEARING HOUSE MEMBER
1.        A member may provide services to a Stock Exchange member who is not a member of the
          MAOF Clearing House (hereafter: NCHM), and that when the following conditions are
          complied with:

         1.1    its shareholders’ equity shall exceed the minimum required shareholders’ equity set in
                Chapter Four of the By-laws.

         1.2      it has the means and the professional manpower that enable it to provide service to
                  NCHM.

         1.3      it has the means necessary in order to calculate in an ongoing manner and in real time
                  margin requirements in respect of the NCHM activity in derivatives traded on the
                  Stock Exchange.

2.     2.1 A member that meets the requirements of section 1 above (hereafter: "member that clears
           for another") may provide services to an NCHM as its client, and the NCHM and each of
           its clients shall - in respect of all matters pertaining to these By-laws – be considered
           clients of the member.

       2.2 Without derogating from the generality of the aforesaid in section 2.1 above, and in order
           to dispel any doubt, it is hereby clearly stated that all the provisions in Chapter Seven-B
           below – including the provisions regarding the early termination of MAOF transactions to
           which the member is a party, the grant of an irrevocable power of attorney by the member,
           the delegation of authority , liens and off-sets – shall apply to the member also in respect
           of the MAOF transactions that the NCHM (for which the member serves as the clearing
           member) carries out, whether on its own behalf or on behalf of its clients, as specified in
           paragraph 4 below, and those transactions, shall for all intents and purposes, be
           considered MAOF transactions executed on behalf of the member’s client.

3.        The member that clears for another shall deposit with and charge to the credit of the member
          that clears for another, which is not a bank, collateral composed of assets that can be realized
          immediately in an amount that shall not be less than 20% of the margin required of the
          clearing member by the MAOF Clearing House in respect of the clients of the NCHM under
          section 2.2.8.3 in Chapter Eight, together with the margin , that is required of the in respect
          of the nostro accounts of the NCHM under section 2.2.10.3 in Chapter Eight.

4.        A member that clears for another may agree that a NCHM will debt him for options and
          futures transactions carried out by the NCHM on the Stock Exchange, subject to the
          following conditions:

          4.1      4.1.1 The provisions of the By-laws, refering to the restrictions imposed on the
                         scope of open positions and on accepting client collateral shall also apply to
                         the transactions that the NCHM carries out, whether on its own behalf or on
                         behalf of its clients, as aforesaid;




     This English version is an unofficial translation of the official Hebrew version and has no binding force
     The only binding version is the official Hebrew version. (Please see Notes on the Translation and
     Disclaimer)
                                                       E - 38
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              4.1.2 in order to dispel any doubt, it is hereby clearly stated that all the transactions
                     carried out by the NCHM., as aforesaid, whether on behalf of itself or on
                     behalf of its clients, shall be considered, for all intents and purposes,
                     transactions to which the member is a party, including – but without
                     derogating from the generality of the aforesaid – on all matters pertaining to
                     the early termination of MAOF transactions to which the member is a party,
                     the grant of an irrevocable power of attorney by the member, the delegation of
                     authority, liens and off-sets.

     4.2      In order to calculate the collateral that the A member that clears for another must
              provide the MAOF Clearing House, the NCHM and every client of the NCHM shall
              be considered a client of the member that clears for another, subject to the following
              conditions:

              4.2.1 an agreement shall be made between the A member that clears for another and
                    the NCHM, which defines the relations between them and includes everything
                    provided in this section 4 (hereafter: "MAOF Clearing Agreement"); in the
                    MAOF Clearing Agreement the member that clears for another shall set the
                    maximum amount of margin, within which the NCHM may deal in derivatives
                    traded on the Stock Exchange (hereafter: "the maximum amount"); the
                    member that clears for another shall not enable the NCHM to carry out
                    through it activity, for which the required margin exceeds the maximum
                    amount;

              4.2.2 the open positions of the N.M.E.M. and of each of its clients shall be reported
                    by it directly to the MAOF Clearing House, or through the member that clears
                    for another, on condition that the open positions of the NCHM. be reported
                    separately from the open positions of the member that clears for another;

              4.2.3 the MAOF Clearing House shall inform the member that clears for another of
                    the amount of margin that is required of it in respect of the NCHM, having
                    taken into account the open positions of the NCHM and of each of the clients
                    of the NCHM;

              4.2.4 the member that clears for another shall inform the MAOF Clearing House
                    about every transfer of options or futures from the accounts of the NCHM or
                    from the accounts of the clients of the NCHM., or about every transfer to the
                    said accounts;

              4.2.5 section 5 in Chapter Nine shall also apply to the NCHM;

              4.2.6 A member that clears for another shall at all times calculate, in real time, the
                    margin required from the NCHM in respect of the activity of the NCHM with
                    derivatives traded on the Stock Exchange;




This English version is an unofficial translation of the official Hebrew version and has no binding force
The only binding version is the official Hebrew version. (Please see Notes on the Translation and
Disclaimer)
                                                            E - 39
                                                                                                                 141664

                             the member that clears for another shall establish a procedure for handling the
                             cases, in which the margin required in respect of MAOF activity by the
                             NCHM approaches the maximum amount set for the NCHM, as well as a
                             procedure for handling the cases, in which the margin required in respect of
                             MAOF activity by the NCHM exceeds the maximum amount set for the
                             NCHM.

5.        A member that clears for another shall inform the MAOF Clearing House who the NCHMs
          are, with which it has MAOF Clearing Agreements that comply with the requirements of
          section 4 above.

6.        A clearing member is liable toward the MAOF Clearing House for the clearing of all
          transactions of each NCHM with which it has a NCHM Clearing Agreement, even if in
          consequence thereof it is charged an amount larger than that agreed between them in the
          MAOF Clearing Agreement.

          A member that clears for another shall give the MAOF Clearing House an undertaking to
          clear the transactions of the NCHM, with which it has a MAOF Clearing Agreement, as
          formulated in the attached Appendix four.

7.        If a member that clears for another wishes to stop clearing for a NCHM. that clears through
          it, then it shall give written notice thereof to the General Manager of the MAOF Clearing
          House and in his absence to the General Manager of the Stock Exchange. When a member
          that clears for another has given an aforesaid notice, then it shall be responsible for clearing
          the transactions carried out by the NCHM until fifteen minutes after the said written notice
          was delivered, including all liabilities under the said transactions, for which the payment
          date is later than the time when this undertaking lapses.

          When the said notice has been delivered to the Director of Trading, the MAOF trading
          activity of the NCHM shall be stopped.

8.        One week before a MAOF Clearing Agreement lapses, the member that clears for another
          shall give written notice of the date on which the agreement lapses to the General Manager
          of the MAOF Clearing House, and in his absence to the General Manager of the Stock
          Exchange. The member that clears for another is responsible for clearing the transactions
          carried out by the NCHM. up to the time when the MAOF Clearing Agreement lapses or
          until the said written notice is given, whichever is later, including all liabilities under the said
          transactions, for which the payment date is later than the time when this undertaking lapses.

9.        Reports of transactions produced in the course of trading on the Stock Exchange, in respect
          of transactions in options or futures by the NCHM, shall also be given to the member that
          clears for another, concurrently with their delivery to the NCHM.

10.       In cases in which the NCHM reports its and its clients' open positions directly to the MAOF
          Clearing House, as said in section 4.2.2 above, the MAOF Clearing House shall – on the day
          after the trading day – deliver to the member that clears for another the list of the open
          positions of the NCHM and of each of its clients, and that according to the report that the
          MAOF Clearing House received from the NCHM.


     This English version is an unofficial translation of the official Hebrew version and has no binding force
     The only binding version is the official Hebrew version. (Please see Notes on the Translation and
     Disclaimer)
                                                         E - 40
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11.    A NCHM shall accept services only from one member that clears for another.

12.    The member shall credit or debit the NCHM that clear through it concurrently with the credit
       or debit of its account with the MAOF Clearing House in respect of the exercise of options,
       and the NCHM shall credit or debit its clients in respect of the exercise of options
       concurrently with the credit or debit of its account with the member that clears for it.

13.    It is hereby clearly stated that the provisions of this Chapter in respect of NCHM do not
       derogate in any manner from any obligation the member that clears for another has toward
       the MAOF Clearing House in connection with transactions carried out by the N.M.E.M. for
       which the member serves as clearing member, and these transactions shall for all intents
       and purposes, be considered transactions to which the member is a party.




  This English version is an unofficial translation of the official Hebrew version and has no binding force
  The only binding version is the official Hebrew version. (Please see Notes on the Translation and
  Disclaimer)
                                                            E - 41
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                              CHAPTER FOUR-B:
                TRANSACTIONS OF A BANK THAT IS THE SUBSIDIARY
                     OF A MAOF CLEARING HOUSE MEMBER

1.       A member may provide services to a bank under its control, which is not a Stock Exchange
         member and which acts through it in the trading in derivatives, the accounts of the bank's
         clients being kept on the member's computer system (hereinafter: bank that is not a Stock
         Exchange member (BNXM)), and that when the following conditions have been met:

         1.1    its shareholders’ equity is no less than the required minimum shareholders’ equity
                stipulated in Chapter Four of the By-laws.

         1.2    it has the means and the professional manpower that enable it to provide services to the
                bank that is not a Stock Exchange member.

2.       2.1    a member that meets the conditions of paragraph 1 above (hereinafter: "member clears
                for another" ) may provide services to the bank that is not a Stock Exchange member as
                his client, and the bank that is not a Stock Exchange member and each of its clients shall
                - for all matters pertaining to these By-laws - be considered a client of the member.

          2.2 Without derogating from the generality of that stated in paragraph 2 above, and to dispel
              any doubt, it is hereby clearly stated that all the provisions of Chapter Seven-B below –
              including the provisions regarding the early termination of MAOF transactions to which
              the member is a party, the grant of an irrevocable power of attorney by the member, the
              delegation of authority, liens and off-sets – shall apply to the member also in respect of
              the MAOF transactions that the bank that is not a Stock Exchange member, whether on
              its own behalf or on behalf of its clients, and those transactions, shall for all intents and
              purposes, be considered MAOF transactions executed on behalf of the member’s client.

3.       The bank that is not a Stock Exchange member shall deposit with a member who clears for
         other non-bank readily-liquid assets as collateral and charge them in its favor, in an amount
         that shall not be less than 20% of the total margin required of the clearing member by the
         MAOF Clearing House in respect of the bank that is not a Stock Exchange member's clients,
         in accordance with section 2.2.8.3 of Chapter Eight, together with the margin required of the
         clearing member by the MAOF Clearing House in respect of the bank that is not a Stock
         Exchange member's nostro accounts, in accordance with section 2.2.10.3 of Chapter Eight.

4.       4.1    The provisions of the By-laws refering to the limitations on the scope of open
                positions and to the acceptance of clients’ collateral shall equally apply to transactions
                executed on behalf of a the bank that is not a Stock Exchange member or its clients,
                and the clearing member shall be liable        toward the MAOF Clearing House for
                implementation of the aforesaid;




     This English version is an unofficial translation of the official Hebrew version and has no binding force
     The only binding version is the official Hebrew version. (Please see Notes on the Translation and
     Disclaimer)
                                                            E - 42
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                in order to dispel any doubt, it is hereby clearly stated that all the transactions carried
                out on behalf of a bank that is not a Stock Exchange member as aforesaid, whether on
                behalf of itself or on behalf of its clients, will be considered, for all intents and
                purposes, transactions to which the member is a party, including – but without
                derogating from the generality of the aforesaid – on all matters connected to the early
                termination of MAOF transactions to which the member is a party, the grant of an
                irrevocable power of attorney by the member, the delegation of authority, liens and off-
                sets.

         4.3    for purposes of the calculation of the margin, which a clearing member must provide for
                the MAOF Clearing House, the bank that is not a Stock Exchange member and also
                each client of the bank that is not a Stock Exchange member shall be deemed a client of
                the clearing member, subject to the following;

                4.3.1 an agreement shall be concluded between the clearing member and the bank that
                      is not a Stock Exchange member, which defines the relations between them and
                      shall include everything said in this section 4 (hereinafter: MAOF Clearing
                      Agreement);

                4.3.2 the clearing member shall report to the MAOF Clearing House about the open
                      positions of the bank that is not a Stock Exchange member and of each of its
                      clients, as an integral part of its report about its clients.

5.       The clearing member shall inform the MAOF Clearing House of the identity of the bank that
         is not a Stock Exchange member with which it has MAOF clearing agreements, which
         comply with the conditions in section 4 above.

6.       A clearing member is liable toward the MAOF Clearing House for the clearing of the
         transactions of the bank that is not a Stock Exchange member, with which it has MAOF
         clearing agreements, even if in consequence thereof it is charged an amount greater than that
         agreed between them in the MAOF clearing agreement.

7.       A bank that is not a Stock Exchange member shall obtain services from only one clearing
         member.


8.        It is hereby clearly stated that the provisions of this Chapter in respect of a bank that is not a
         Stock Exchange member do not derogate in any manner from the obligations of the clearing
         member vis a vis the MAOF Clearing House in connection with transactions on behalf of the
         bank that is not a Stock Exchange member for which the member serves as clearing member,
         and these transactions shall, for all intents and purposes, be considered transactions to which
         the member is a party.




     This English version is an unofficial translation of the official Hebrew version and has no binding force
     The only binding version is the official Hebrew version. (Please see Notes on the Translation and
     Disclaimer)
                                                             E - 43
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                               CHAPTER FIVE: MEMBER INVENTORY
                                AND TRANSACTION SETTLEMENT
1.         1.1         A member shall keep the entire inventory of options and futures that are cleared
                       through it by the MAOF Clearing House, and that in separate accounts, one
                       account for clients and one account for itself (hereinafter: nostro); furthermore, a
                       clearing member shall keep two additional accounts for each NCHM for which it
                       clears, one account for the NCHM clients and one account for the NCHM nostro.

            1.2        It is hereby stated clearly that the division into separate accounts as articulated in
                       sub-paragraph 1.1. above is intended to address technical and operational needs,
                       and that nothing in this separation derogates from the provisions of Chapter Seven-
                       B below, including provisions regarding early termination of MAOF transactions to
                       which a member is party, whether these were executed on its own behalf (nostro) or
                       on behalf of its clients, including NCHM for which the member is liable for its
                       transactions and N.M.E.M. clients, the grant of an irrevocable power of attorney,
                       the delegation of authority, liens and off-sets.

 2.       The cash settlement of all transactions in all the member accounts with the MAOF clearing
          house will be consolidated without division into the separate accounts. Accordingly, credits
          and debits stemming from the separate accounts will be considered debits and credits
          stemming from one account.

 3.       The monetary clearing shall be carried out

         3.1      3.1.1     for the purpose of executing cash settlement, the MAOF Clearing House, which
                            is considered a payment system as defined in the ZAHAV System rules, is
                            connected to the ZAHAV System.
                            Orders submitted by the MAOF Clearing House to credit/debit the accounts of
                            its bank members at the Bank of Israel will be submitted for execution to the
                            ZAHAV System.
                            The actions of the MAOF Clearing House in the ZAHAV System are subject to
                            the System Rules applying to it.

                  3.1.2 The MAOF Clearing House provides settlement services to bank members
                        participating in the ZAHAV System that maintain cash accounts as well as Non-
                        bank Members which have contracted with a cash settlement member.

                           The cash settlement of a Non-bank Member will be conducted by crediting and
                           debiting the cash account of the cash settlement member with which the Non-
                           bank Member has contracted.

                  3.1.3      A member participating in the ZAHAV System hereby authorizes the MAOF
                             Clearing House to execute on its behalf all cash credits and debits stemming
                             from its actions on the MAOF Clearing House as well as the actions conducted
                             on the MAOF Clearing House of Non-bank Members for which the member
                             serves as cash settlement member, in its cash account, through the ZAHAV
                             System, as per the System Rules and the provisions of these By-laws.


      This English version is an unofficial translation of the official Hebrew version and has no binding force
      The only binding version is the official Hebrew version. (Please see Notes on the Translation and
      Disclaimer)
                                                       E - 44
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           3.1.4 a)            Should a member’s activity on the ZAHAV System be discontinued as a
                               result of its being barred from using the System, due to either a
                               suspension or expulsion from the System, the member will immediately
                               notify the MAOF Clearing House of this via facsimile and confirmed by
                               a telephone call to the Manager of the MAOF Clearing House.
                               Should the MAOF Clearing House learn that a member’s activity in the
                               ZAHAV System has been discontinued under such circumstances, the
                               director which is CEO of the Stock Exchange (hereafter in this Chapter,
                               the Stock Exchange CEO) in conjunction with the Chairman of the Board
                               of Directors will order an immediate temporary suspension in the
                               provision of MAOF Clearing House services and the provision of
                               Chapter Four of the By-laws regarding temporary suspension of MAOF
                               Clearing House services will apply.

                      b)       A bank member that intends to voluntarily cancel its participation in the
                               ZAHAV System, will notify the MAOF Clearing House in writing at
                               least 30 days prior to the day it requests the cancellation of its
                               participation to take effect, and the provisions articulated in Chapter Four
                               of the By-laws pertaining to suspension and canellation of membership
                               will apply.

                      c)       Should the Stock Exchange CEO order a temporary suspension in the
                               provision of MAOF Clearing House services to a cash settlement
                               member or should a Non-bank Member terminate its contract with a
                               cash settlement member and not enter into a contract with another cash
                               settlement member, the Stock Exchange CEO shall order an immediate
                               temporary suspension of the provision of MAOF Clearing House
                               services to the Non-bank Member and the provisions articulated in
                               Chapter Four of the By-laws regarding temporary suspensions in the
                               provision of MAOF Clearing House services shall apply.

     3.2 On each business day cash settlement of the following transactions will be conducted:

           a.         transactions executed during the previous trading day as well as commissions
                      resulting from these transactions;

           b.         credits/debits from the exercise of options and the expiration of futures;

           c.         credits/debits for miscellaneous services the MAOF Clearing House renders its
                      members;

           d.         any other action set by the MAOF Clearing House manager.

     3.3 a       On each business day three multilateral settlement windows will open as stipulated
                 below:

                 1)        the first multilateral settlement window between 09:15 and 09:30;

                 2)        the second multilateral settlement window between 15:45 and 16:00;

This English version is an unofficial translation of the official Hebrew version and has no binding force
The only binding version is the official Hebrew version. (Please see Notes on the Translation and
Disclaimer)
                                                       E - 45
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                 3)      the third multilateral settlement window between 17:45 and 18:00.

                  On Fridays and holiday eves, however, only two multilateral settlement windows
                  will open:

                 1)      the first multilateral settlement window between 9:15 and 9:30;

                 2)      the second multilateral settlement window between 12:30 and 12:45.

            b.     the Manager of the MAOF Clearing House is entitled to request the Bank of Israel
                   to open or close a multilateral settlement window or request to open an additional
                   multilateral settlement window (“emergency window”).

     3.4 a.        Approximately 15 minutes prior to the opening of each multilateral settlement
                   window the MAOF Clearing House shall send the payment orders resulting from
                   all MAOF Clearing House activity executed up to that point to the ZAHAV
                   System.

            b.     1)        Should the MAOF Clearing House receive notice from the ZAHAV
                             System that it is unable to execute a given multilateral payment order, the
                             Manager of the MAOF Clearing House is entitle to send an amended
                             multilateral payment order to replace the multilateral payment order
                             rejected by the System. Within the framework of amending the payment
                             order, the MAOF Clearing House manager is entitled, inter alia, to cancel
                             actions in order to enable the execution of the amended multilateral
                             payment order on the System.

                             Similarly, the Manager of the MAOF Clearing House will be entitled to
                             access MAOF Clearing House funds to top off the amount required to
                             complete settlement, under the condition that this sum does not exceed the
                             portion in the risk fund of a member, for which clearing and settlement
                             cannot be completed due to its inability to meet financial commitments.

                            Should this sum not suffice to complete settlement, the Manager of the
                            MAOF Clearing House, the Stock Exchange CEO with the approval of the
                            Chairman of the Board of Directors will be entitled to access MAOF
                            Clearing House funds to complete the additional sum required to complete
                            the settlement, on the condition that this sum does not exceed NIS 100
                            million.

                   2)        without derogating from the above, the Stock Exchange CEO after
                             consulting the Chairman of the Board of Directors will order an immediate
                             temporary suspension in the provision of MAOF Clearing House services
                             to the member, which up to the time set in sub-paragraph 3.3.a. above as
                             closing time for a multilateral settlement window, failed to meet its
                             financial commitments and as a result, precipitated the inability to execute
                             the multilateral payment order; the provisions of Chapter Four of the By-
                             laws pertaining to the temporary suspension of the provision of MAOF
                             Clearing House services shall apply.

This English version is an unofficial translation of the official Hebrew version and has no binding force
The only binding version is the official Hebrew version. (Please see Notes on the Translation and
Disclaimer)
                                                       E - 46
                                                                                                            141664

                3.5          the settlement of multilateral payment orders will be final, and upon
                             completion of settlement under the System rules, will not be given to
                             cancellation.

     3.6 a. each Non-bank Member will have only one cash settlement member.

           b. 1) cash settlement members are liable toward the MAOF Clearing House for the
                 debits of the Non-bank Members for which it provides settlement services, up to
                 the amount set as the debit ceiling.

                      The debit ceiling will not be lower than the minimal debit ceiling.

                      For this purpose:

                      “minimal debit ceiling”–the higher between: NIS 50 million, or the sum equal
                                               to the highest daily balance which the Non-bank
                                               Member was debited during the previous calendar
                                               quarter ending prior to the cash settlement date,
                                               excluding for this purpose the seven business days in
                                               which the daily net balance debited the Non-bank
                                               Member was highest in that quarter.

                      The calculation of the minimal debit ceiling of each Non-bank Member will be
                      conducted by the MAOF Clearing House at the end of each calendar quarter and
                      will become valid on the first clearing day of the month succeeding the month
                      directly following the end of the calendar quarter, i.e. the first clearing day of the
                      months May, August, November and February.

               2) prior to beginning activity, a Non-bank Member must present written
                  authorization by the cash settlement member providing it settlement services,
                  according to the text specified in Appendix Five (hereafter – “authorization
                  letter”), in which the amount of the debit ceiling is specified.

               3)      Should the updated minimal debit ceiling exceed the amount of the minimal
                       debit ceiling calculated for the preceding quarter, the non-member bank must
                       present a revised authorization letter from its cash settlement member, prior to
                       the first clearing day of the month succeeding the month following the end of
                       the calendar quarter.

               4)      after presentation of the authorization letter, the debits of the Non-bank
                       Member derived from multilateral settlement will be debited to the cash account
                       of the cash settlement member acting on its behalf, up to the debit ceiling.




This English version is an unofficial translation of the official Hebrew version and has no binding force
The only binding version is the official Hebrew version. (Please see Notes on the Translation and
Disclaimer)
                                                       E - 47
                                                                                                            141664

                       Should a Non-bank Member fail to procure an authorization letter by the
                       designated deadline or should it procure a letter stipulating a debit ceiling
                       below the minimal debit ceiling, the Stock Exchange CEO after consulting the
                       Chairman of the Board of Directors will order an immediate temporary
                       suspension of the provision of MAOF Clearing House services to the Non-
                       bank Member and the provisions stipulated in Chapter Four of the By-laws
                       pertaining to the temporary suspension of the provision of MAOF Clearing
                       House services shall apply.

           c. 1) cash settlement members are entitled to raise the debit ceiling at any time and
                 the revised authorization letter to this effect will be valid immediately upon its
                 receipt at the MAOF Clearing House.

               2) cash settlement members are entitled to lower the debit ceiling up until 45
                  minutes prior to the opening of a multilateral settlement window.

                     The revised authorization letter will be valid upon receipt at the MAOF Clearing
                     House. However, should the revised authorization letter be received by the
                     MAOF Clearing House 45 minutes or less prior to the opening time of the
                     multilateral settlement window, it will be considered as being received by the
                     MAOF Clearing House after the closure of the multilateral settlement window,
                     and the cash settlement member will continue to be liable vis a vis the MAOF
                     Clearing House for the debits of the Non-bank Member up to the ceiling set
                     prior to the revision, until the closure of that multilateral settlement window and
                     the execution of settlement under the same multilateral settlement window.

                     In any case, the lower ceiling will not apply to sums already debited the cash
                     account of the cash settlement member on behalf of a Non-bank Member, up
                     until the time the revised authorization letter is received by the MAOF Clearing
                     House.

                     A reduced debit ceiling that falls below the minimal debit ceiling shall be
                     construed as an announcement of the discontinuation of the contract between the
                     Non-bank Member and the cash settlement member acting on its behalf as
                     specified in subparagraph 3.7 below.

                    Any increase or reduction of the debit ceiling will be executed through delivery
                    of a revised authorization letter to the MAOF Clearing House according to the
                    text enclosed in Appendix Five, which will replace the previous authorization
                    letter and be in lieu of it.

           d. should the anticipated debitory balance of a Non-bank Member exceed its debit
              ceiling as a result of the settlement of a multilateral payment order, the non-member
              bank must present notice from the cash settlement member authorizing a debit in its
              cash account for the amount of the difference between the debit ceiling and the
              debitory balance, at least 15 minutes prior to the time stipulated in subparagraph
              3.3.a. as the time the multilateral settlement window is opened, during which the
              settlement of multilateral payment orders is meant to take place. The text of such
              notice is specified in Appendix Five-A below.

This English version is an unofficial translation of the official Hebrew version and has no binding force
The only binding version is the official Hebrew version. (Please see Notes on the Translation and
Disclaimer)
                                                       E - 48
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               Should the Non-bank Member fail to present the aforementioned authorization by at
               least 15 minutes prior to the time stipulated in sub-paragraph 3.3.a. above as the
               opening of the multilateral settlement window, the Stock Exchange CEO in
               consultation with the Chairman of the Board of Directors shall order an immediate
               temporary suspension of the provision of MAOF Clearing House services and the
               provisions stipulated in Chapter Four of the By-laws regarding the temporary
               suspension of the provision of clearing services shall apply.

           e. prior to the opening of each multilateral settlement window in which settlement takes
              place as stipulated in subparagraph 3.3 above, the MAOF Clearing House will
              calculate and report to each Non-bank Member and each cash settlement member
              acting on its behalf the anticipated net amount to be debited/credited to the cash
              settlement member, with respect to the activity of the Non-bank Member.

               The actual debit may differ from the above report sent by the MAOF Clearing House
               in cases in which one or more of the multilateral settlement orders are rejected by the
               ZAHAV System for whatever reason.

     3.7       a cash settlement member requesting to discontinue serving as a cash settlement
               member for a Non-bank Member will notify the MAOF Clearing House of this by
               facsimile that will be confirmed by a telephone conversation with the Manager of the
               MAOF Clearing House, and in his absence, with the Stock Exchange CEO,
               confirming that the notification was received by the MAOF Clearing House. The
               member will no longer serve as cash settlement member for the Non-bank Member
               starting from the time that the notification was delivered as stipulated to the MAOF
               Clearing House manager.

               Notwithstanding the stated above, should the aforementioned notification be
               delivered 45 minutes or less prior to the opening of the multilateral settlement
               window, it will be considered to have been received by the MAOF Clearing House at
               the close of the multilateral settlement window, and the cash settlement member will
               continue to be liable toward the MAOF Clearing House for the debits of the Non-
               bank Member up to the amount of debit ceiling, until the closure of that multilateral
               settlement window and the execution of settlement for that multilateral settlement
               window.

               Should such notification be delivered, the Stock Exchange CEO in consultation with
               the Chairman of the Board will order an immediate temporary suspension of the
               provision of MAOF Clearing House services to the Non-bank Member and the
               provisions stipulated in Chaper Four of the By-laws pertaining to the temporary
               suspension of MAOF Clearing House services shall apply.

    3.8        should a member fail to cover a debitory cash balance stemming from the settlement
               of a multilateral settlement by the deadline prescribed in this Chapter of the By-laws,
               the MAOF Clearing House will debit the member, without derogating from any other
               authority rendered it in the By-laws, a sum of NIS 25,000 for each late payment.




This English version is an unofficial translation of the official Hebrew version and has no binding force
The only binding version is the official Hebrew version. (Please see Notes on the Translation and
Disclaimer)
                                                       E - 49
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         3.9     a.    the MAOF Clearing House will produce clearing and settlement spreadsheets, in a
                       format set by it. These said spreadsheets will include details as set by the MAOF
                       Clearing House manager from time to time. Individual clearing and settlement
                       spreadsheets will be produced separately for each secondary account.
                 b.    1)    the activity of a N.M.E.M., which is not conducted in a separate secondary
                               account will be detailed on the clearing and settlement spreadsheets of the
                               members providing clearing services on their behalf. Specifications will
                               include information on the inventory of securities as well as the cash
                               proceeds. In addition, the MAOF Clearing House will issue each N.M.E.M.
                               conducting activity in a separate secondary account, a clearing and
                               setllement report, including details regarding the transactions and activity
                               conducted by the NCHM This report will include details as set from time to
                               time by the Manager of the MAOF Clearing House.

                       2)      the cash activities of a Non-bank Member will be detailed in its cash
                                 settlement spreadsheet and in addition, the sum total of its cash activities
                                 (in one lump sum) will be noted on the cash settlement spreadsheet of the
                                 cash settlement member acting on its behalf.

                 c.    immediately prior to the settlement of multilateral payment orders, the MAOF
                       Clearing House will place each member’s cash settlement spreadsheet, which
                       includes cash activity to be settled during the imminent multilateral settlement
                       window, at the member’s disposal. The clearing and settlement spreadsheets will
                       become absolutely final after cash settlement is completed as per the ZAHAV
                       System rules.




This English version is an unofficial translation of the official Hebrew version and has no binding force
The only binding version is the official Hebrew version. (Please see Notes on the Translation and
Disclaimer)
                                                            E - 50
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                      CHAPTER FIVE-A: TRANSFER TO A CUSTODIAN
                                 FOR SAFEKEEPING
1.       The MAOF Clearing House shall clear transfers to custodians orders.

2.       Transfers to custodians shall be carried out subject to the following:

         2.1    the transfer order shall be transmitted to the MAOF Clearing House electronically and
                will be confirmed by an electronic transmission submitted by the Stock Exchange
                member receiving the transfer. In the event that it is not possible to electronically
                transmit an order as stipulated above, the order will be delivered to the MAOF Clearing
                House according to the text appearing in Appendix Two of the By-laws;

                if either the transferring Stock Exchange member or the receiving Stock Exchange
                member is a NCHM., then the transfer shall also be signed by the clearing member of
                either of the two, as applicable.

         2.2    the signed transfer to custodian order shall be confirmed by electronic transmission by
                the Stock Exchange member receiving the transfer no later than 60 minutes after the
                close of trading on the Stock Exchange on that day.

3.       The option and futures accounts of the transferring Stock Exchange member and the receiving
         Stock Exchange member shall be debited or credited, as applicable, in the manner in which
         option and futures inventories are cleared.

4.       The monetary accounts of the transferring Stock Exchange member and the receiving Stock
         Exchange member shall be debited or credited, as applicable, on the business day following
         the day on which the transfer order was given, in the manner in which the settlement of
         options and futures transactions is carried out.

5.       A member applying to correct or cancel, as applicable, a transfer to custodian order which
         was transmitted to the MAOF Clearing House (hereafter: the Order), will deliver an “order
         correction application” as per the text stipulated in Appendix Two-A or an “order
         cancellation application” as per the text stipulated in Appendix Two-B , as applicable, that
         was signed by both the Stock exchange member transferring and the Stock Exchange member
         receiving the transfer.

          In cases in which either the transferring Stock Exchange member or the receiving Stock
          Exchange member is a NCHM, the respective clearing member will also sign the request, no
          later than 10 trading days from the date the order was transmitted to the MAOF Clearing
          House, and solely if the delivery date of the request to correct or cancel the order, as
          applicable, precedes the expiration date of the derivatives for which the member requests a
          correction or cancellation of the order, as applicable.

           Should an order correction request or order cancellation request, as applicable, be submitted,
           fees will be collected from the submitter, as specified in the tariff schedule, which
           constitutes an annex to the Guidelines under Section Six of the Stock Exchange Rules.



     This English version is an unofficial translation of the official Hebrew version and has no binding force
     The only binding version is the official Hebrew version. (Please see Notes on the Translation and
     Disclaimer)
                                                            E - 51
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6.     a. The Manager of the MAOF Clearing House is entitled - up to one hour after the end of
          the trading day – to cancel a transfer to a custodian, if either the transferring Stock
          Exchange member or the recieving Stock Exchange member failed to deposit the additional
          collateral required of them in consequence of the transfer to the custodian .

           However, should the transfer to the custodican be executed in the final hour of trading, the
           Manager of the MAOF Clearing House is entitled to cancel the transfer - within two hours
           after the close of the trading day should they fail to deposit the additional required margin
           made necessary by the transfer to the custodian.

       b. If a transfer to a custodian a is canceled as stipulated in sub-paragraph a. above, the
          margin requirements of the transferring Stock Exchange member and the receiving Stock
          Exchange member will be revised, as necessitated by the cancellation of the transfer to the
          custodian.

       c. The Manager of the MAOF Clearing House is entitled to withhold collateral of the
          transferring Stock Exchange member or the receiving Stock Exchange member, if - as a
          result of the cancellation of the transfer to the custodian , as stipulated in in sub-paragraph
          a. above, should an increase in the margin requirements of that Stock Exchange member
          be expected.

       d. if either the transferring Stock Exchange member or the receiving Stock Exchange member
          is a NCHM, and a transfer is cancelled as stipulated in sub-paragraph a. above, the margin
          requirements of the clearing member acting on behalf of the transferring NCHM. or the
          clearing member acting on behalf of the receiving NCHM, as applicable, and of the
          transferring Stock Exchange member or of the receiving Stock Exchange member will be
          revised, as made necessary by the cancellation of the transfer.
          If either the transferring or receiving Stock Exchange member is a NCHM, the Manager of
          the MAOF Clearing House will be entitled to withhold collateral of the clearing member
          acting on its behalf or of the receiving Stock Exchange member, should as a result of the
          cancellation of the transfer, as stipulated in sub-paragraph a. above, an increase in the
          margin requirements placed on the clearing member acting on behalf of the NCHM be
          expected.

7.       It is hereby stated clearly that nothing stated in this Chapter pertaining to an NCHM derogates
         from any liability the clearing member may have toward the MAOF Clearing House regarding
         the transactions undertaken by the NCHM for which it serves as clearing member, and these
         transactions will be considered transactions to which the member is party, for all intents and
         purposes.

8.       Should circumstances arise for which no rules have been set in the provisions of this Chapter
         and in cases in which the Manager of the MAOF Clearing House decides that a derivation
         from the provisions of this Chapter is warranted, the Manager of the MAOF Clearing House
         will determine the manner in which the transfer to a custodian order will be executed, taking
         into consideration the principles articulated above.




     This English version is an unofficial translation of the official Hebrew version and has no binding force
     The only binding version is the official Hebrew version. (Please see Notes on the Translation and
     Disclaimer)
                                                            E - 52
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                         CHAPTER FIVE-B -- TRANSFER OF OPTIONS
                            AND FUTURES FREE OF PAYMENT

1.        The MAOF Clearing House will clear orders to transfer options or futures free of payment.

2.       The transfer of options and futures free of payment (hereafter in this Chapter, “the transfer”
         will be executed subject to the following:

         2.1    The transfer order shall be transmitted to the MAOF Clearing House electronically and
                will be confirmed by an electronic transmission submitted by the Stock Exchange
                member receiving the transfer. In the event that it is not possible to electronically
                transmit an order as stipulated above, the order will be delivered to the MAOF Clearing
                House according to the text appearing in Appendix B3 of the By-laws;

                If either the transferring Stock Exchange member or the receiving Stock Exchange
                member is a NCHM, then the transfer shall also be signed by the clearing member of
                either of the two, as applicable.

         2.2    The signed transfer order shall be confirmed by electronic transmission by the Stock
                Exchange member receiving the transfer no later than 60 minutes after the close of
                trading on the Stock Exchange on that day.

3.      The option and futures account of the transferring Stock Exchange member and the receiving
        Stock Exchange member will be debited or credited, as applicable, in the manner in which
        option and futures inventories are cleared.

4.       A member applying to correct or cancel, as applicable, a transfer order that was transmitted
         to the MAOF Clearing House (hereafter: “the order”), will deliver an “order correction
         request” as per the text stipulated in Appendix B1 or an “order cancellation request” as per
         the text stipulated in Appendix B2, as applicable, that has been signed by both the Stock
         Exchange member transferring and the Stock Exchange member receiving the transfer; and if
         either the transferring Stock Exchange member or the receiving Stock Exchange member is a
         N.M.E.M., the clearing member will also sign the request, no later than 10 trading days from
         the date the order was transmitted to the MAOF Clearing House, and solely if the delivery
         date of the application to correct or cancel the order, as applicable, precedes the expiration
         date of the derivatives for which the member requests a correction or cancellation, as
         applicable.

         Should an order correction or order cancellation application, as applicable, be submitted, a fee
         will be collected from the submitter, as specified in the tariff schedule, which constitutes an
         annex to the Guidelines under Section Six of the Stock Exchange Rules.

5.       a. The Manager of the MAOF Clearing House is entitled - up to one hour after the end of the
            trading day – to cancel a transfer of options or futures free of payment, if either the
            transferring Stock Exchange member or the receiving Stock Exchange member failed to
            deposit the additional required margin, as made necessary by the transfer.




     This English version is an unofficial translation of the official Hebrew version and has no binding force
     The only binding version is the official Hebrew version. (Please see Notes on the Translation and
     Disclaimer)
                                                            E - 53
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             However, should the transfer be executed in the final hour of trading, the Manager of the
             MAOF Clearing House is entitled to cancel the transfer within two hours after the close
             of the trading day should they fail to deposit the additional required margin necessitated by
             the transfer.

         b. If a transfer is canceled as stipulated in sub-paragraph a. above, the margin requirements
            of the transferring Stock Exchange member and the receiving Stock Exchange member
            will be revised, as necessitated by the cancellation of the transfer.

         c. The Manager of the MAOF Clearing House is entitled to withhold collateral of either the
            transferring Stock Exchange member or the receiving Stock Exchange member, if - as a
            result of the cancellation of the transfer, as stipulated in in sub-paragraph a. above, should
            an increase in the margin requirements of that Stock Exchange member be expected.

         d. If either the transferring Stock Exchange member of the receiving Stock Exchange member
            is a N.M.E.M., and a transfer was cancelled, as stipulated in sub-paragraph a. above, the
            margin requirements of the clearing member acting on the transferring N.M.E.M.’s behalf
            or the clearing member acting on the receiving N.M.E.M.’S behalf, as applicable, and
            those of the transferring Stock Exchange member or the receiving Stock Exchange
            member, as applicable, will be revised, as made necessary by the cancellation of the
            transfer.

             If either the transferring Stock Exchange member of the receiving Stock Exchange member
             is a N.M.E.M., the Manager of the MAOF Clearing house is entitled to withhold the
             collateral of the clearing member acting on its behalf and the receiving Stock Exchange
             member, should as the result of a cancellation of a transfer as stipulated in sub-paragraph a.
             above, an increase in the margin requirements placed on the clearing member be expected.

6.      Nothing stated in this Chapter pertaining to NCHM derogates from any liability the clearing
        member may have toward the MAOF Clearing House, regarding the transactions executed by
        an NCHM for which the clearing member acts on its behalf, and these transactions will be
        considered transactions to which the clearing member is party.

7.      Should circumstances arise for which no rules have been set in the provisions of this Chapter
        and in cases in which the Manager of the MAOF Clearing House decides that derivation from
        the provisions of this Chapter is warranted, the Manager of the MAOF Clearing House will
        determine the manner in which the orders are to be executed by the Clearing House, taking
        into consideration the principles articulated above.




     This English version is an unofficial translation of the official Hebrew version and has no binding force
     The only binding version is the official Hebrew version. (Please see Notes on the Translation and
     Disclaimer)
                                                            E - 54
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                CHAPTER SIX: THE WRITING AND ISSUE OF OPTIONS
                                 AND FUTURES
                          AND THE PARTIES TO THEM
1.       An option or a future may be written only within the framework of a profile published by the
         MAOF Clearing House.

2.       2.1    An option shall be written by concluding a transaction in the course of trading on the
                Stock Exchange, according to which a member agreed to write an option for a client
                who writes an option (hereinafter: "client who writes an option") or for nostro, and a
                member who agreed to buy it for a client who holds an option (hereinafter: "client who
                holds an option") or for nostro, at a premium agreed between them.

         2.2    A future shall be written by concluding a transaction between two members in the
                course of trading on the Stock Exchange - for their clients or for themselves (nostro) -
                according to which they agreed to write a future at a price agreed between them.

3.       When the option or the future has been written and a report about them was delivered to the
         MAOF Clearing House, then they shall be deemed to have been written by the MAOF
         Clearing House.

4.       4.1    When the MAOF Clearing House writes an option, it shall thereby be deemed to have
                accepted an obligation, as described in Chapter Seven below.

         4.2    When the MAOF Clearing House writes a future, it shall be deemed to have accepted an
                obligation, as described in Chapter Seven "A" below.

5.       5.1    The parties to the option vis-a-vis the MAOF Clearing House are the member who
                wrote the option and the member who holds the option.

         5.2    The member of the MAOF Clearing House who wrote an option is liable to the MAOF
                Clearing House for carrying out its undertakings in respect of that option, and that
                irrespective of whether or not the client carried out his undertakings toward it.

6.       6.1    The parties to the future vis-a-vis the MAOF Clearing House are the members who hold
                the future.

         6.2    The member who holds a future is liable to the MAOF Clearing House for carrying out
                its undertakings in respect of that future, and that irrespective of whether or not the
                client carried out his undertakings toward it.

7.       No certificates shall be written in respect of the written options and futures; the client of a
         member through whom he carried out transactions in options and futures is entitled to
         certification thereof from the member.




     This English version is an unofficial translation of the official Hebrew version and has no binding force
     The only binding version is the official Hebrew version. (Please see Notes on the Translation and
     Disclaimer)
                                                            E - 55
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               CHAPTER SEVEN: OPTION EXERCISE AND CLEARANCE

1.       On the exercise date shall be exercised all call options with a settlement price higher than the
         exercise price, and all put options with a settlement price lower than the exercise price.

         All options lapse on the exercise date.

2.       On the exercise date:

         a.     for the member who holds the option - the right is created to receive in respect of each
                option from the Clearing House the positive differential amount, all as prescribed in the
                terms of the option;

         b.     for the member who wrote the option - the obligation is created to pay to the Maof
                Clearing House in respect of each option the positive differential amount, all as
                prescribed in the terms of the option.

3.       The MAOF Clearing House is responsible for payment of the positive differential amount to
         holders of options; the payment shall be made as specified below (and shall hereinafter be
         known as "clearing the exercise of options"):

         3.1    on the first business day after the options were exercised the account of a member who
                holds an option will be credited by the amount of the positive differential in respect of
                his open option position;

         3.2    on the first business day after the options were exercised the account of a member who
                wrote the option will be debited by the amount of the positive differential in respect of
                his open option position;

         The aforesaid will be carried out in every MAOF Clearing House member's account with the
         MAOF Clearing House by offsetting the amount due to the MAOF Clearing House member
         in respect of all the member's acts in options and futures, against the amount due from it in
         respect of all the aforesaid acts and entering only the credit or debit balance in its account at
         the MAOF Clearing House.

4.       The obligation of the MAOF Clearing House shall expire once the account of the member
         that holds an option has been credited with the amount of the positive differential. The MAOF
         Clearing House does not, in any way whatsoever, bear any liability for the obligation of a
         MAOF Clearing House member toward its clients.

5.       5.1    Clearing the exercise of options shall be carried out separately for each of the member's
                accounts.

         5.2    Monetary clearing in respect of the exercise of options shall be carried out as said in
                Chapter Five.




     This English version is an unofficial translation of the official Hebrew version and has no binding force
     The only binding version is the official Hebrew version. (Please see Notes on the Translation and
     Disclaimer)
                                                            E - 56
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6.       In respect of their open positions, a member shall credit or debit its clients simultaneously
         with the crediting or debiting of its account at the MAOF Clearing House, and a NCHM shall
         credit or debit its clients in respect of the exercise of options simultaneously with the crediting
         or debiting of its account with the MAOF Clearing House member, through which it clears its
         transactions.

7.       The exercise of an option by the MAOF Clearing House is conditional on the MAOF Clearing
         House member having reported the option to the MAOF Clearing House, as said in Chapter
         Nine, section 5.

8.       The crediting and debiting resulting from option exercise shall be carried out on the first
         business day following the exercise date of the option; however, i should the exercise date
         fall on a non-business day, the crediting and debiting shall be carried out on the first
         business day following the exercise date.




     This English version is an unofficial translation of the official Hebrew version and has no binding force
     The only binding version is the official Hebrew version. (Please see Notes on the Translation and
     Disclaimer)
                                                            E - 57
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        CHAPTER SEVEN-A : FUTURES EXPIRATION AND CLEARANCE
1.       All futures expire on the expiration date.

2.       The MAOF Clearing House is responsible for clearing in respect of futures; the clearing shall
         be carried out at the end of each trading day and also on the expiration date, by means of
         debiting and crediting the members who hold futures, as specified below:

         2.1    the account of a member who buys a future shall be credited in respect of every future
                bought on that day by the amount of the differential between the settlement price and
                the transaction price, if the settlement price is higher than the transaction price; in the
                case of futures, for which a fluctuation coefficient was defined, the said differential
                amount shall be multiplied by one hundred times the contract multiplier;

         2.2    the account of a member who sells a future shall be credited in respect of every future
                sold on that day by the amount of the differential between the transaction price and the
                settlement price, if the transaction price is higher than the settlement price; in the case of
                futures, for which a fluctuation coefficient was defined, the said differential amount
                shall be multiplied by one hundred times the contract multiplier;

         2.3    the account of a member who holds a credit balance of futures from the preceding
                trading day shall be credited in respect of every future by the amount of the differential
                between the settlement price and the settlement price on the preceding day, if the
                settlement price is higher than the settlement price on the preceding day; in the case of
                futures, for which a fluctuation coefficient was defined, the said differential amount
                shall be multiplied by one hundred times the contract multiplier;

         2.4    the account of a member who holds a debit balance of futures from the preceding
                trading day shall be credited for every future by the amount of the differential between
                the settlement price on the preceding day and the settlement price, if the settlement price
                on the preceding day was higher than the settlement price; in the case of futures, for
                which a fluctuation coefficient was defined, the said differential amount shall be
                multiplied by one hundred times the contract multiplier;

         2.5    the account of a member who buys a future shall be debited for every future bought on
                that day by the amount of the differential between the transaction price and the
                settlement price, if the transaction price is higher than the settlement price; in the case of
                futures, for which a fluctuation coefficient was defined, the said differential amount
                shall be multiplied by one hundred times the contract multiplier;

         2.6    the account of a member who sells a future shall be debited for every future sold on that
                day by the amount of the differential between the settlement price and the transaction
                price, if the settlement price is higher than the transaction price; in the case of futures,
                for which a fluctuation coefficient was defined, the said differential amount shall be
                multiplied by one hundred times the contract multiplier;




     This English version is an unofficial translation of the official Hebrew version and has no binding force
     The only binding version is the official Hebrew version. (Please see Notes on the Translation and
     Disclaimer)
                                                            E - 58
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         2.7    the account of a member who holds a credit balance of futures from the preceding
                trading day shall be debited for every future by the amount of the differential between
                the settlement price on the preceding trading day and the settlement price, if the
                settlement price on the preceding trading day was higher than the settlement price; in
                the case of futures, for which a fluctuation coefficient was defined, the said differential
                amount shall be multiplied by one hundred times the contract multiplier;

         2.8    the account of a member who holds a debit balance of futures from the preceding
                trading day shall be debited for every future by the amount of the differential between
                the settlement price and the settlement price on the preceding trading day, if the
                settlement price is higher than the settlement price on the preceding trading day; in the
                case of futures, for which a fluctuation coefficient was defined, the said differential
                amount shall be multiplied by one hundred times the contract multiplier;

         clearing will be carried out by way of setting off the amount due to the MAOF Clearing
         House member in respect of all the member's acts in options and futures, against the amount
         due from him in respect of all the said acts, and only the balance will be entered to its credit or
         debit in its account with the MAOF Clearing House.

3.       The obligation of the MAOF Clearing House shall expire at the end of each trading day and
         on the expiration date, when the account of a member who holds futures is credited with the
         amounts specified in sections 2.1, 2.2, 2.3 and 2.4 above; the MAOF Clearing House does
         not, in any way whatsoever, bear any responsibility for the obligation of a MAOF Clearing
         House member toward its clients.

4.       4.1    The balances shall cleared separately for each of the member's accounts.

         4.2    Monetary clearing in respect of futures shall be carried out as said in Chapter Five.

5.       A member shall credit or debit its clients in respect of the clearing of futures simultaneously
         with the crediting or debiting of its account with the MAOF Clearing House in accordance
         with the aforesaid, and a NCHM shall credit or debit its clients in respect of the clearing of
         futures simultaneously with the crediting or debiting of its account with the MAOF Clearing
         House member, through which it clears its transactions.


6.       Payment by the MAOF Clearing House in respect of a future is conditional on the MAOF
         Clearing House member having reported the future to the MAOF Clearing House, as said in
         Chapter Nine, section 5.

7.       Crediting and debiting in respect of futures expiration shall be carried out on the business day
         following the futures’ expiration date ; however, should the expiration date vfall on a non-
         business day, then the crediting and debiting shall be carried out on the first business day
         following the expiration date.




     This English version is an unofficial translation of the official Hebrew version and has no binding force
     The only binding version is the official Hebrew version. (Please see Notes on the Translation and
     Disclaimer)
                                                            E - 59
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                          CHAPTER SEVEN-B: EARLY TERMINATION
                                OF MAOF TRANSACTIONS
                                  - OFF-SETS AND LIENS
1.       Early Termination of MAOF Transactions

         1.1    1.1.1 a.        Without derogating from any right held by the MAOF Clearing House under
                                the By-laws or any law, should one or more of the events specified in
                                section 1.1.2 occurr, then the MAOF the Clearing House Board of Directors
                                is entitled (but not compelled) to decide at its discretion to effect an early
                                termination of all MAOF transactions to which a member is a party, by
                                way of unwinding the transactions or by way of altering the member’s open
                                positions or closing them, including, but without derogating from the
                                generality of the above, by way of entering into opposite transactions
                                (hereafter in this Chapter – “early termination”), according to the sole
                                discretion of the Board of Directors.

                        b.      For the sake of clarity it is hereby stated that - when the Board of Directors
                                of the MAOF Clearing House has decided as stipulated in sub-paragraph a.
                                above, the actions undertaken- including the alteration or closure of some
                                or all of the member's open positions, including – and without derogating
                                from the generality of the above – the sale, transfer from the member's
                                account or acquisition for the member's account of options or futures - shall
                                be carried out by the MAOF Clearing House, including by persons
                                authorized by it (hereinafter: the authorized persons), as specified in
                                paragraph 3 below, all in amounts, and according to terms, in the manner
                                and the order set by the MAOF Clearing House or by persons authorized
                                persons, as applicable, at their discretion (all the actions mentioned above
                                and any part thereof shall be hereinafter in this Chapter known as "the
                                actions");

                        c.       in these By-laws, the following terms will be defined as below:

                                “MAOF transactions to which the member is party” – whether undertaken
                                on its own behalf (Nostro) or on behalf of of its clients, including NCHM
                                the transactions of which the member is liable and the clients of these
                                NCHM.

                                "the member's open positions" – whether on its own behalf (Nostro) or on
                                behalf of its clients, including NCHM for which the member is liable
                                including NCHM the transactions of which the member is liable and the
                                clients of these NCHM.

                                "the member's account" - the member's proprietary trading account (nostro)
                                and also the member's client account, including NCHM, the transactions of
                                which the member is liable and the clients of these NCHM.




     This English version is an unofficial translation of the official Hebrew version and has no binding force
     The only binding version is the official Hebrew version. (Please see Notes on the Translation and
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                                                       E - 60
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                   d.      upon early termination of MAOF transactions to which a member is a party,
                           the value of obligations or rights of one party (the member or the MAOF
                           Clearing house, as applicable) will be the value of its obligations or rights
                           minus the obligations or rights of the second party with respect to it.

                    e.     should the MAOF Clearing House Board of Directors decide to impose
                           early termination on all of a member’s MAOF transactions, as stipulated in
                           sub-paragraph a. above, the MAOF Clearing House or the authorized
                           persons, as applicable, will calculate the value of the member’s and the
                           MAOF Clearing House’s respective obligations and rights, at the time of
                           termination, according to the reference price on the day the calculation is
                           conducted (hereafter – “the calculation date”) of the options or futures
                           transactions, as applicable, to which the member is party. Should the
                           calculation date fall on a day on which trading in any options or futures did
                           not take place, then the calculation will be conducted according to the last
                           reference price set prior to the calculation date or according to methods
                           employed to value the said options or futures, as applicable, for calculating
                           the margin requirements placed on members by the MAOF Clearing House,
                           as stipulated in Chapter Eight of the By-laws, and as determined by the
                           MAOF Clearing House, for this purpose.

                    f.     should the early termination of MAOF transactions occur after the reference
                           date for the appraisal of debt claims, by law, (hereafter: “the reference
                           date”), the value of the parties’ obligations and rights will be calculated, as
                           stipulated above, as of the reference date. In such cases, the member
                           undertakes to compensate the MAOF Clearing House for any liability
                           incurred by, and any damage, cost or expense caused the MAOF Clearing
                           House as a result of that stipulated above.

                    g.     without derogating from the provisions of this Chapter, in cases in which
                           opposite transactions are carried out, whether under the provisions of sub-
                           paragraph 1.1.1.a above or at the member’s request, the following terms will
                           apply for each original MAOF transaction and each opposite transaction;

                           1.      execution of the opposite transaction will unwind the original MAOF
                                   transaction, in a manner that two transactions are considered one
                                   transaction or in a manner that the obligations and rights of the parties
                                   from both transactions are intertwined and mutually contingent or in a
                                   manner that the obligations and rights of the parties from both
                                   transactions offset each other. As stipulated above, the value of
                                   obligations or rights of one party toward the other will equal the value
                                   of the obligations or rights from both transactions minus the the value
                                   of obligations or rights of the other party toward the first party, from
                                   both transactions.

                           2.      to clarify, that stipulated in sub-paragraph g 1) above, will be valid,
                                   even if it does not find expression in the manner in which the
                                   transactions are recorded in the MAOF Clearing House’s books, and
                                   regardless of that stipulated in the requests to carry out MAOF
                                   transactions.
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                                                       E - 61
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           1.1.2 and these are the events:

                   a.      if the member cannot fulfill its obligations toward the MAOF Clearing
                           House to provide additional margin, as required under the By-laws;

                   b.      if the member fails to pay the MAOF Clearing House any sum that is due
                           from it at the time set for its payment, including - but without derogating
                           from the generality of the aforesaid - any amount for immediate payment or
                           any obligation stemming from the alteration or closure of the member's
                           open positions, or if the member breaches any obligation toward the
                           MAOF Clearing House under the By-laws or by virtue of any liability the
                           member may have toward the MAOF Clearing House, or under any law,
                           including a non-monetary obligation ;

                   c.      if, in the opinion of the Board of Directors of the MAOF Clearing House,
                           there is any suspicion that the member is liable not to fulfill its obligations
                           or any part thereof or may be unable to service any of its debts or part
                           thereof;

                   d.      if the member's membership in the MAOF Clearing House is discontinued
                           or suspended or canceled or if it is decided to temporarily suspend the
                           provision of clearing services to the member or if there are any grounds,
                           for discontinuing, suspending or canceling its membership as aforesaid or to
                           temporarily suspend the provision of clearing services to the member
                           temporarily;

                   e.      if the license needed required for the member to conduct its business or part
                           thereof is suspended or canceled;

                   f.      if an administrator or a special supervisor is appointed for the member or if
                           the Supervisor of Banks takes any other steps against the member under
                           section 8C or 8D of the Banking Ordinance 1941 or under any other statute
                           that replaces them;


                   g.      if a petition for liquidation is submitted against the member or for the
                           appointment of a temporary preliminary liquidator, or a temporary
                           liquidator, or a receiver or of a temporary receiver, or if a petition is
                           submitted against the member to open rehabilitation proceedings or for a
                           stay of proceedings or if the member decides on its voluntary liquidation;

                   h.      if the member's business is closed or substantively reduced, or if the
                           member's business activity or a substantive part thereof is suspended or if
                           the member sells a substantive part of its property;

                   i.      if, without agreement by the MAOF Clearing House, the memberc assigns
                           any collateral to another creditor in violation of its commitments under
                           either the fixed charge agreement or the floating charge agreement;

                   j.      if early redemption of any debt is demanded of the member by any other
                           creditor;
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                                                       E - 62
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                   k.      if a lien is imposed on the collateral deposited in the margin accounts or
                           any part thereof or on any material asset of the member , or if a receiver is
                           appointed in order to dispose of any part thereof, or if any repossession
                           action is taken in connection with any of the said assets;

                   l.      if it turns out that any declaration by the member is not correct, which
                           according to the discretion of the MAOF Clearing House Board of Directors
                           - may endanger the member's ability to meet in full all its obligations
                           toward the MAOF Clearing House;

                   m.      if any change has occurred in the control of the member, in violation of the
                           By-laws, or if one or more of the events specified in this section 1.1.2 above
                           occurs in respect of a manager, business manager, member of the senior
                           executive staff or partner of the member;

                   n.      if an event that is similar in essence to one of the events mentioned in this
                           section 1.1.2 above occurs.

    1.2    1.2.1 The MAOF Clearing House shall inform the member one business day in advance
                 that the actions will be carried out

           1.2.2 Notwithstanding the provisions of section 1.2.1 above -

                   a.      if it is the opinion of the Board of Directors of the MAOF Clearing House
                           that - under the circumstances of the case - the actions must be carried out
                           immediately, including - but without derogating from the generality of the
                           aforesaid – if the MAOF Clearing House Board of Directors believes that
                           there is reason to suspect that the MAOF Clearing House will not be able to
                           meet its obligations or any part thereof, the ability of the MAOF Clearing
                           House to collect the member's obligations toward the MAOF Clearing
                           House will be impaired, or if other conditions exist, which make it
                           necessary - in the opinion of the Board of Directors of the MAOF Clearing
                           House - to alter or close open positions or any part thereof immediately,
                           then -

                   b.      the MAOF Clearing House shall have the right to carry out the actions, as
                           stipulated in sub-paragraph 1.1 above, even without giving advance notice
                           thereof to the member, on condition that the member be given notice thereof
                           at the earliest opportunity, that the nature of the actions undertaken will be
                           specified therein .




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                                                            E - 63
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                1.3      Without derogating from that stated above , the member shall bear all the
                         payments, expenditures, premiums and fees pertaining to or involved in
                         executing the actions stipulated in sub-paragraph 1.1.1 above, and those amounts
                         shall for all intents and purposes be added to the total of the member's obligations
                         toward the MAOF Clearing House and be considered an integral part of them; the
                         MAOF Clearing House will debit the monetary account of the member all sums
                         owed by the member for the payments stipulated above. These payments shall be
                         paid immediately, without delay in a manner to be determined for this purpose
                         by the MAOF Clearing House or as specified in Chapter Five above, as shall be
                         decided by the MAOF Clearing House.

2.       Irrevocable power of attorney

         2.1    2.1.1 a.        for the execution of the actions outlined in sub-paragraph 1.1.1 above and
                                without derogating from a member's obligations and the rights of the MAOF
                                Clearing House under the By-laws, each member hereby gives an
                                irrevocable authorization and power of attorney to the MAOF Clearing
                                House to carry out the actions stipulated in section 1.1.1 above and to debit
                                the member's monetary account with the MAOF Clearing House in respect
                                of their execution;

                         b.     to dispel any doubt, it is hereby stated clearly that the aforesaid
                                authorization and power of attorney authorize the MAOF Clearing House to
                                alter the open positions held by the member or close them, entirely or
                                partially, and, by extension, without derogating the generality of the above,
                                to alter or close the open positions held on behalf of the member’s clients
                                including NCHM the transactions of which the member is liable, and the
                                clients of these NCHM , as specified in sub-paragraph 1.1.1 above.

                         c.     the aforementioned authorization and the power of attorney are irrevocable,
                                since the rights of the MAOF Clearing House depend on them, and they will
                                continue to be valid and will not be annulled, even if the member is, for all
                                intents and puroposes, disqualified, in receivership or liquidated.

                 2.1.2          to dispel doubt, it s hereby stated clearly that each member is considered a
                                person that has agreed to all provisions of this Chapter Seven-B, including
                                the obligation to give the aforementioned authorization and power of
                                attorney, by virtue of its membership in the MAOF Clearing House and for
                                as long as it continues to be a member in it, without the need to take
                                additional action of any kind.




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                                                            E - 64
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                2.2     it is hereby stated clearly, that the above stipulations of this Chapter Seven-B do
                        not in any way compel the MAOF Clearing House to act upon the aforementioned
                        authorization and power of attorney nor do they detract from any right granted the
                        MAOF Clearing House under the By-laws or under any law, and that MAOF
                        Clearing House will be entitled not to act upon the aforementioned authorization
                        or power of attorney or to act in any other manner, as it deems fit, including, and
                        without derogating from the generality of the above, the MAOF Clearing House
                        will be entitled to dispose of collateral assigned to it as per the By-laws, and all at
                        the sole discretion of the MAOF Clearing House.

                        as shown in.

3.       Delegation of authority

         3.1    The MAOF Clearing House has the right (but is not compelled) to delegate some of its
                authority under this Chapter Seven "B" to any member or to a committee composed,
                inter alia, of representatives of members, of experts, consultants or any third parties, and
                also to engage experts, consultants or any third parties and to authorize them to perform
                the acts or any part thereof - all at the discretion of the MAOF Clearing House - in order
                to carry out its tasks under this Chapter.

         3.2    In dispel doubt, it is here stated clearly that the Board of Directors of the MAOF
                Clearing House does not have the right to delegate those powers granted it which are
                specified in sub-paragraphs 1.1.1a., 2.1.1c and 2.1.1.l above.

4.       Liens and off-sets

         Without derogating from any right whatsoever of the MAOF Clearing House under the By-
         laws and under any statute:

         4.1    as long as a member has any obligation toward the MAOF Clearing House, including -
                but without derogating from the generality of the aforesaid - a conditional obligation, an
                uncertain obligation or an obligation for which the has not come due, the MAOF
                Clearing House shall have the right to withhold any asset or right due from it to the
                member, including - but without derogating from the generality of the aforesaid - any
                asset given to the MAOF Clearing House as collateral, and also to dispose of - by itself
                or in some other manner determined by it - the assets withheld by it, to sell them and to
                use the consideration for them for the payment of any of the member's obligations
                toward it.




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                                                            E - 65
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         4.2    4.2.1 In addition to the aforesaid and without derogating from the right of imposing
                      liens, the MAOF Clearing House shall be entitled to offset any obligation of any
                      kind whatsoever by the member toward it, against any obligation of any kind
                      whatsoever of the MAOF Clearing House toward the member, also - but without
                      derogating from the generality of the aforesaid - against any amount of any kind
                      whatsoever, which shall in any way whatsoever be due to the member from the
                      MAOF Clearing House on any grounds whatsoever, within the framework
                      of any transaction whatsoever, according to any account whatsoever, or against
                      the margin given to the MAOF Clearing House or in exchange for them or the
                      proceeds received from liquidating them, or any part thereof.

                4.2.2 The off-set shall be deemed to have been carried out if the member failed to pay
                      the MAOF Clearing House any amount due from him on the date set for its
                      payment, including upon the occurrence of one or several of the events that
                      entitle the MAOF Clearing House to call an immediate redemption of any debt,
                      and that without the need to deliver any notice to the member, even if the off-set
                      transaction has not yet been carried out on the books of the MAOF Clearing
                      House.

5.       Exemption from liability

         The Board of Directors of the MAOF Clearing House and the MAOF Clearing House and
         any person acting on its behalf (including those to whom authority was delegated as
         stipulated in paragraph 3 above) shall be exempt from any liability for any act they
         performed or any oversight they committed in good faith as part of the performance of the
         actions stipulated in sub-paragraph 1.1.1 above, including - but without derogating from the
         generality of the aforesaid - any act performed or oversight committed by them at their
         discretion, including anything pertaining to the delegation of authority and to the actions
         stipulated in paragrahp 3 above, or anything pertaining to the altering or closing of positions,
         the manner of execution, the arrangements made for this matter and everything involved in
         that stated above. .




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                                                            E - 66
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                                         CHAPTER EIGHT: MARGIN
1.       General

         1.1    Without derogating from the provisions of Chapter Two above and in addition to what
                is provided there:

                1.1.1 A member shall give the MAOF Clearing House and charge in its favor margin as
                      guaranty that all the member's obligations toward the MAOF Clearing House will
                      be fulfilled;

                        to remove all doubt, be it clearly stated here that, for this matter, "the member's
                        obligations" mean - including, but without derogating from the generality of the
                        aforesaid - all the member's obligations in connection with the performance of
                        derivatives transactions for itself or for its clients and also in connection with the
                        performance of derivatives transactions by a NCHM for which the member is
                        liable under the By-laws, and also for the clients of the NCHM; (hereinafter:
                        "margin for performance of the member's obligations").

                1.1.2 The value of the margin, as specified in section 7 below shall not - at any time - be
                      less than the amount of margin required under the provisions of this Chapter, all
                      as shall be specified below.

         1.2    The client of a Non-bank Member shall give and charge in the member's favor margin
                for the fulfillment of all the client's obligations toward the member in respect of its
                activity in options and futures, all as shall be specified below.

2.       Calculating the amount of margin for fulfillment of the member's obligations

         2.1    The positions, according to which the margin shall be calculated at the beginning of the
                trading day and in the course of the trading day

                2.1.1 2.1.1.1         The margin shall be calculated according to the open positions of each
                                      client separately, for each option and for each future, and according to
                                      the open positions in each of the options and in each of the futures in
                                      the nostro account, all in accordance with the report specified in
                                      Chapter Nine and by a calculation that will be specified below.

                        2.1.1.2*      In addition to the provisions of section 2.1.1.1 above, in the matter of
                                      registering the margin the member is required to provide to the MAOF
                                      Clearing House in respect of the nostro account, in respect of open TA-
                                      25 index positions and of open dollar exchange rate positions in the
                                      nostro account, it is also possible to depend on the TA-25 index basket
                                      units and on Gilboa bond units in the member's nostro account, as
                                      reported by the member according to the requirements of Chapter Nine
                                      below, subject to the member fulfilling all the conditions specified
                                      below:


 * see the transitional provisions in section 3 of this Chapter

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                                                       E - 67
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                                 a. the member shall open a subsidiary account at the Stock Exchange
                                    Clearing House, in which it will keep those of the member's
                                    securities included in the TA-25 index basket and in the Gilboa bond
                                    units, which the member wishes the MAOF Clearing House to
                                    consider for the determination of the margin required from it
                                    (hereinafter: "basket units account");

                                 b. the member shall give the MAOF Clearing House an irrevocable
                                    power of attorney to perform any act in the member's basket units
                                    account, including the purchase, sale and transfer of some or all of
                                    the securities included in the TA-25 index basket units and in the
                                    Gilboa bond units, the transfer of money that stems from the sale of
                                    securities to the MAOF Clearing House's bank account, and to
                                    obtain reports on the condition of the account - all that for the use of
                                    the powers granted to the MAOF Clearing House, as prescribed in
                                    section 10 below.

           2.1.2 If a member did not report open positions, as required in Chapter Nine, then all
                 his sales of options on that trading day shall be deemed the writing of options, and
                 all his purchases and sales on that day of futures shall be deemed the writing of
                 futures, and the margin shall be calculated in accordance therewith.

           2.1.3 If a member did not report open positions, as required in Chapter Nine, in the
                 course of two successive trading days, then on the said second day he shall for all
                 intents and purposes be deemed a member who does not meet his obligations
                 toward the MAOF Clearing House.

    2.2    The calculation of margin requirements at the beginning of the trading day in respect of
           transactions in derivatives, for which the underlying asset is a basket index, in
           derivatives for which the underlying asset is a stock a or derivates, for which the
           underlying asset is a foreign currency exchange rate

           2.2.1 Margin requirements shall be calculated for each of the 44 scenarios specified in
                 Appendix One, in accordance with the provisions stipulated in section 2.2.2
                 below.

                   The parameters for calculating the margin, which appear in the scenarios in
                   Appendix One are as specified below:

                     2.2.1.1 The closing price index of the basket or the closing price of the share or
                             the last foreign currency exchange rate published

                               for an underlying asset that is a basket index - the closing price index of
                               the basket;

                               for an underlying asset that is a stock – the closing price of that stock;

                               for an underlying asset that is a foreign currency exchange rate - the last
                               foreign currency exchange rate published.


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                                                       E - 68
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                               Notwithstanding the aforesaid:

                               1) if the underlying asset is the dollar exchange rate, then the dollar
                                  exchange rate used in the risk arrays calculated prior to the
                                  beginning of trading on the first trading day after the day on which
                                  trading took place on the Stock Exchange, but on which no dollar
                                  exchange rate was published by the Bank of Israel shall be the
                                  average of the three following synthetic exchange rates:

                                     a. the synthetic exchange rate implied in the closing exchange rates
                                        of the previous trading day for call options and put options with
                                        the closest exercise date, the exercise price of which equals the
                                        synthetic exchange rate derived from them, rounded off to the
                                        nearest number that ends in five or ten;

                                          if there are several pairs of options that meet the above criteria,
                                          then the synthetic exchange rate implied in the closing exchange
                                          rates of the aforesaid pair of options with the greatest trading
                                          turnover on the day on which the said closing exchange rates
                                          were determined shall be the dollar exchange rate;

                                     b. the synthetic exchange rate implied in the closing exchange rates
                                        of the previous trading day for call options and put options with
                                        the closest exercise date, the exercise price of which is five NIS
                                        0.05 lower than the exercise price of the options mentioned in
                                        sub-paragraph a. above;

                                     c. the synthetic exchange rate implied in the closing exchange rates
                                        on of the previous trading day for call options and put options
                                        with the closest exercise date, the exercise price of which is
                                        NIS 0.05 higher than the exercise price of the options mentioned
                                        in sub-paragraph a. above;

                                     for the purposes of this section the synthetic dollar exchange rates
                                     shall be calculated according to the following formula, to a two
                                     decimal place accuracy level:


                                      S =
                                              (C     − P ) * e rd      *t
                                                                            +
                                                                              X * e rd        *t


                                                       100                      e rs * t
                                     where
                                     S = the synthetic dollar exchange rate, in NIS 0.01
                                     C = the closing price of a call option with exercise price X, at
                                           the nearest exercise date, as stipulated in Part Three of the
                                           Stock Exchange Rules;
                                     P = the closing price of a put option with exercise price X, at the
                                           nearest exercise date, as stipulated in Part Three of the
                                           Stock Exchange Rules;
                                     X = the exercise price



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                                                       E - 69
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                                     rs   =     annual new shekel interest rate, as stipulated in sub-
                                                paragraph 2.2.1.5 below
                                     rd =       annual dollar interest rate, as said in section 2.2.1.6 below
                                     t =        the time left up to the exercise, in terms of years

                               2) if the underlying asset is the euro exchange rate, then the euro
                                  exchange rate used in the risk arrays calculated prior to the
                                  beginning of trading on the first trading day after the day on which
                                  trading took place on the Stock Exchange, but no foreign currency
                                  exchange rate was published by the Bank of Israel (hereinafter: "the
                                  relevant trading day") shall be the product of the dollar exchange
                                  rate used in the risk arrays, as specified in paragraph 1) above,
                                  multiplied by the last dollar/euro exchange rate published;

                                     however, if, in the opinion of the Director of Trade, a substantial
                                     change occurred in the dollar/euro market after the Bank of Israel
                                     published the foreign currency exchange rates on the last business
                                     day preceding the relevant trading day, then the euro exchange rate
                                     used in the risk arrays calculated prior to the beginning of trading
                                     on the first trading day following the relevant trading day shall be
                                     the product of the dollar exchange rate in the risk arrays, as
                                     specified in sub-paragraph 1) above, multiplied by the last dollar /
                                     euro exchange rate published on the EUR CRNCY screen of the
                                     Bloomberg Company.

                                 3) if the underlying asset is a share, the theoretical price used in the risk
                                    array calculated prior to the beginning of trading on an ex-corporate
                                    action day, will be the base price of the share.

                     2.2.1.2 Price Scan Range (maximum price fluctuation)
                             the Price Scan Range (i.e. maximum fluctuation of the underlying asset)
                             of the closing price index of the last basket or foreign currency
                             exchange rate published, as applicable, is as follows:

                                 in respect of the TA-25 index - 12%
                                 in respect of the TA-75 index - 16%
                                 in respect of the TA Banks index - 12%
                                 in respect of the Tel Tech-15 index - 20%
                                 in respect of the dollar exchange rate - 8%
                                 in respect of the euro exchange rate - 8%
                                 in respect of Teva shares – 18%
                                 in respect of Poalim shares – 25%
                                 in respect of Leumi shares – 25%
                                 in respect of I.C.L. shares – 18%
                                 in respect of Africa shares – 18%




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                                                       E - 70
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                     2.2.1.3 Annual volatility (standard deviation)

                               The annual volatility shall be calculated as follows:

                               a. if the underlying asset is a basket index, then the annual volatility
                                  shall be calculated according to the average of the implied volatility
                                  in the option prices on the two nearest exercise dates to the updating
                                  date, as specified below:

                                     1) the call options and the put options with exercise prices closest
                                        to the closing price index of the basket

                                     2) the two put options with the closest exercise prices lower than
                                        the exercise prices of the options stipulated in sub-paragraph 1)
                                        above;

                                     3) the two call options with the closest exercise prices higher than
                                        the exercise prices of the options stipulated in sub-paragraph 1)
                                        above.

                                     Notwithstanding the above, options, which on the four trading days
                                     preceding the day the exercise or expiration price, as applicable, the
                                     annual volatility will be calculated according to the average standard
                                     deviation implied in option prices of the two closest exercise dates
                                     as stipulated in sub-paragraphs 1)-3 above.

                                     On the day the exercise or expiration price, as applicable, is set, the
                                     annual volatility will be calculated according to the average standard
                                     deviation implied in option prices with the closest exercise date
                                     succeeding the closest exercise date, as stipulated in sub-paragraphs
                                     1)-3 above.

                                     However, if trading did not take place on the day on which the
                                     annual volatility parameter is updated in the options comprising the
                                     basis for the calculation of the annual volatility parameter, or should
                                     the Director of Trade believe that the trading volume of some or all
                                     of the options was low, then the Director of Trade is entitled to set
                                     the annual volatility in the range between the historical annual 120-
                                     day standard deviation of the share price index and the standard
                                     deviation implied in the prices of those above options, for which
                                     trading did take place on the day for updating the parameter;

                               b. if the underlying asset is a foreign currency exchange rate, the
                                  annual volatility shall be calculated according to the average of
                                  volatility implied in the option prices for the two nearest exercise
                                  dates specified below on the updating date:

                                     1) the call options and the put options with exercise prices closest
                                        to the foreign currency exchange rate;


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                                                       E - 71
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                                    2) the two put options with the closest exercise prices lower than
                                       the exercise prices of the options stipulated in sub-paragraph 1)
                                       above;

                                    3) the two call options with the closest exercise prices higher than
                                        the exercise prices of the options stipulated in sub-paragraph 1)
                                        above.

                                     Notwithstanding the above, options, which on the four trading days
                                     preceding the day the exercise or expiration price, as applicable, the
                                     annual volatility will be calculated according to the average standard
                                     deviation implied in option prices of the two closest exercise dates
                                     as stipulated in sub-paragraphs 1)-3 above.

                                     On the day the exercise or expiration price, as applicable, is set, the
                                     annual volatility will be calculated according to the average standard
                                     deviation implied in option prices with the closest exercise date
                                     succeeding the closest exercise date, as stipulated in sub-paragraphs
                                     1)-3 above.

                                     However, if trading did not take place on the day on which the
                                     annual volatility parameter is updated in some or all of the options
                                     which comprise the basis for the calculation of the annual volatility
                                     parameter, or should the Director of Trade believe that the trading
                                     volume of some or all of the options was low, then the Director of
                                     Trade is entitled to set the annual volatility parameter the range
                                     between the historical annual 120-day standard deviation of the
                                     currency exchange rate and the standard deviation implied in the
                                     prices of those above options, for which trading did take place on
                                     the day for updating the parameter. The Director of Trade may also
                                     - if he t deems - set the volatility in these instances, based on the
                                     volatility quoted in the trading rooms of the banks that are members
                                     of the MAOF Clearing House.

                               c. if the underlying asset is a share, the annual volatility will be
                                  calculated on the updating date, according to the average standard
                                  deviations implied in the options prices of the two closest exercise
                                  dates as specified below:

                                     1) the call options and the put options with exercise prices closest
                                        to the closing piece of the share;

                                     2) the two put options with the closest exercise prices lower than
                                        the exercise prices of the options stipulated in sub-paragraph 1)
                                        above;

                                     3) the two call options with the closest exercise prices higher than
                                        the exercise prices of the options stipulated in sub-paragraph 1)
                                        above.


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                                                       E - 72
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                                     Notwithstanding the above, options, which on the four trading days
                                     preceding the day the exercise or expiration price, as applicable, the
                                     annual volatility will be calculated according to the average standard
                                     deviation implied in option prices of the two closest exercise dates
                                     as stipulated in sub-paragraphs 1)-3 above.

                                     On the day the exercise or expiration price, as applicable, is set, the
                                     annual volatility will be calculated according to the average standard
                                     deviation implied in option prices with the closest exercise date
                                     succeeding the closest exercise date, as stipulated in sub-paragraphs
                                     1)-3 above.

                                     However, if trading did not take place on the day on which the
                                     annual volatility parameter is updated in the options which
                                     comprise the basis for the calculation of the annual volatility
                                     parameter, or should the Director of Trade believe that the trading
                                     volume of some or all of the options was low, then the Director of
                                     Trade is entitled to set the annual volatility parameter in the range
                                     between the historical annual 120-day standard deviation of the
                                     share and the standard deviation implied in the prices of those
                                     above options, for which trading did take place on the day for
                                     updating the parameter;

                       2.2.1.4      Volatility Scan Range (maximum volatility fluctuation volatility)

                                    The fluctuation of the volatility shall be as follows:
                                    a. if the underlying asset is a basket index - one fifth of the annual
                                       volatility of the basket index, rounded off to the nearest whole
                                       percentage point, or 4%, greater of the two;

                                    b. if the underlying asset is a foreign currency exchange rate - one
                                       fifth of the annual volatility of the foreign currency exchange
                                       rate, rounded off to the nearest whole percentage point, or 2%,
                                       the greater of the two.

                                    c. if the underlying asset is Teva shares – one fifth of the annual
                                       volatility of the stock price, rounded off to the nearest whole
                                       percentage point, or 5%, the greater of the two.

                                    d. if the underlying asset is Poalim shares – one fifth of the annual
                                       volatility of the stock price, rounded off to the nearest whole
                                       percentage point, or 5%, the greater of the two.

                                    e. if the underlying asset is Leumi shares – one fifth of the annual
                                       volatility of the stock price, rounded off to the nearest whole
                                       percentage point, or 5%, the greater of the two.

                                    f.    if the underlying asset is C.L.I. shares – one fifth of the annual
                                          volatility of the stock price, rounded off to the nearest whole
                                          percentage point, or 5%, the greater of the two.

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                                                       E - 73
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                                    g.     if the underlying asset is Africa shares – one fifth of the annual
                                          volatility of the stock price, rounded off to the nearest whole
                                          percentage point, or 6%, the greater of the two.

                     2.2.1.5 Annual shekel interest rate

                               The annual shekel interest rate shall be calculated as the average of
                               interest rates, on an annual basis, for all short term loan series with a
                               redemption range between 60 and 120 days, on the three days before the
                               updating date, rounded off to the nearest half percentage point.

                     2.2.1.6 Annual foreign currency interest rate

                               The annual foreign currency interest rate shall be calculated as the
                               average of the LIBOR inter-bank three month and six month interest
                               rates, rounded off to the nearest half percentage point.


                               The parameter annual foreign currency interest rate shall be updated
                               once a month, on the last trading day of the month.

                               The parameter annual shekel interest rate shall be updated once a week,
                               on the last trading day of the week.

                               The parameter volatility of share indices and of foreign currency
                               exchange rates and the parameter volatility fluctuations shall be updated
                               on every trading day.

                               A notice shall be published of every aforesaid updating.

           2.2.2     The amount of margin required of every member shall be set at the end of each
                     trading day, and that in the following manner:

                     The theoretical value of an option

                     2.2.2.1 the theoretical value of each option for each of the scenarios set shall be
                             calculated using the Black and Scholes model; notwithstanding the
                             aforesaid, for the extreme case scenarios the theoretical value shall be
                             determined as follows:

                               a. for an option with an exercise price higher than NIS 1 - 35% of the
                                  theoretical value according to the above calculation;

                               b. for a basket index option with an exercise price of NIS 1., in the
                                  extreme case scenario of a basket index increase - 80% of the
                                  theoretical value according to the above calculation;

                               c. for a foreign currency exchange rate option with an exercise price of
                                  NIS 1.-, in the extreme case scenario of the exchange rate increase -
                                  90% of the theoretical value according to the above calculation;
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                                                       E - 74
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                               d. for a Teva share option with a NIS 1 exercise price in the extreme
                                  price increase scenario – 90% of the theoretical value according to
                                  the above calculation;

                               e.     for a Poalim share option with a NIS 1 exercise price in the
                                     extreme price increase scenario – 90% of the theoretical value
                                     according to the above calculation;

                               f.     for a Leumi share option with a NIS 1 exercise price in the extreme
                                     price increase scenario – 90% of the theoretical value according to
                                     the above calculation;

                               g. for an I.C.L. share option with a NIS 1 exercise price in the extreme
                                  price increase case scenario – 90% of the theoretical value according
                                  to the above calculation;

                               h. for an Africa share option with a NIS 1 exercise price in the extreme
                                  price increase scenario – 90% of the theoretical value according to
                                  the above calculation;

                                    for basket index, stock and foreign currency options with a NIS 1
                                    exercise price in the extreme price decrease scenario of the basket
                                    index, stock, or exchange rate, as applicable – the theoretical value
                                    according to the above calculation.

                                    Notwithstanding the aforesaid, on the expiration date the theoretical
                                    value of any option expiring that date is determined as the amount
                                    of the positive differential of the option.

                     The theoretical value of a future

                     2.2.2.2 The theoretical value of each future shall be determined in a manner
                             that treats each future as the sum of a call option and a put option, as
                             specified below:

                               a. a long future - a long call option and a short put option;

                               b. a short future - a short call option and a long put option.

                               The theoretical value of all the call options and put options stipulated in
                               paragraphs a. and b. above shall be calculated in the manner in which the
                               theoretical value of options is calculated, as articulated in sub-paragraph
                               2.2.2.1 above.

                               For purposes of the above calculation the settlement price of the future,
                               divided by the underlying asset multiplier, shall be the exercise price of
                               the said options; and the expiration date of the future shall be the
                               exercise date of these options.


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                                                          E - 75
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                        The theoretical value of a TA-25 basket index unit

                        2.2.2.3 a. The theoretical value of a TA-25 basket index unit shall be
                                      determined for each of the set scenarios, as the product of the
                                      TA-25 index in that scenario, multiplied by the underlying asset
                                      multiplier, times 0.97.

                                  b. Notwithstanding the provisions of paragraph a. above, in the
                                     extreme increase TA-25 index scenario the theoretical value of a
                                     TA-25 basket index unit shall be 80% of the theoretical value
                                     according to the calculation said in paragraph a. above.

                        The theoretical value of a Gilboa bonds unit

                        2.2.2.4*a. The theoretical value of a Gilboa bonds unit shall be determined for
                                   each of the set scenarios, as the product of the dollar exchange rate
                                   in that scenario, multiplied by the underlying asset multiplier, times
                                   0.97.

                                  b. Notwithstanding the provisions of paragraph a. above, in the
                                     extreme increase dollar exchange rate scenario the theoretical value
                                     of a Gilboa bonds unit shall be 90% of the theoretical value
                                     according to the calculation said in paragraph a. above.

                        The market price of an option and the market price of a future

                        2.2.2.5 The market price of every option and the market price of every future
                                shall be determined as follows:

                                  a. The settlement price of an option is its market price;

                                  b. the theoretical price of a future, as said in section 2.2.2.2, is its
                                     market price.

                        The market price of a TA-25 basket index unit

                        2.2.2.61* The market price of a TA-25 basket index unit shall be determined
                                  as the product of the closing price TA-25 index, multiplied by the
                                  underlying asset multiplier, times 0.97.

                        The market price of a Gilboa bond unit

                        2.2.2.7*        The market price of Gilboa bonds unit shall be determined as the
                                        product of the last dollar exchange rate published, multiplied by the
                                        underlying asset multiplier, times 0.97.




* see the transitional provisions in section 3 of this Chapter

   This English version is an unofficial translation of the official Hebrew version and has no binding force
   The only binding version is the official Hebrew version. (Please see Notes on the Translation and
   Disclaimer)
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           2.2.3     Value of the client's portfolio and the required amount of margin

                     For the purpose of this section, "client" - other than the client of a NCHM, and a
                     NCHM, who act through the member.

                     Theoretical value of a client's portfolio

                     2.2.3.1 The total theoretical value of each of the portfolios of the member's
                                clients in each of the scenarios set shall be determined as follows:

                               -     the theoretical value of each option in the client's portfolio, as
                                     determined for that scenario, shall be multiplied by the balance of
                                     that option in the portfolio;

                               -     the theoretical value of each future in the client's portfolio, as
                                     determined for that scenario, shall be multiplied by the balance of
                                     that future in the portfolio;

                               the amount obtained by adding the aforesaid products shall be the
                               theoretical value of the client's portfolio in that scenario

                     Market value of a client's portfolio

                     2.2.3.2 The total market value of each of the portfolios of the member's clients
                                shall be determined as follows:

                               -     the market value of each option in the client's portfolio shall be
                                     multiplied by the balance of that option in the portfolio;

                               -     the market value of each future in the client's portfolio shall be
                                     multiplied by the balance of that future in the portfolio;

                               the amount obtained by adding the aforesaid products shall be the
                               market value of the client's portfolio.

                     The amount of margin required of a member in respect of each client's portfolio

                     2.2.3.2 The amount of margin required of a member in respect of each client's
                                portfolio shall be determined as the amount obtained under
                                paragraph a. below, as an absolute number, or the amount obtained
                                under paragraph b., as an absolute number, whichever is the greater
                                amount:

                                     a. the market value of the client's portfolio, calculated in
                                        accordance with section 2.2.3.2, or zero, whichever is less;

                                     b. the theoretical value of the client's portfolio in the scenario, of
                                        which the result under section 2.2.3.1 above yields the negative
                                        number with the highest absolute value.

This English version is an unofficial translation of the official Hebrew version and has no binding force
The only binding version is the official Hebrew version. (Please see Notes on the Translation and
Disclaimer)
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              2.2.4     The Value of all portfolios of a member's clients and the amount of the required
                        margin

                        For the purpose of this section, "client" - other than the client of a NCHM and a
                        NCHM who act through a member.

                        Total theoretical value of all portfolios of the clients of a member

                        2.2.4.1 The total theoretical value of all portfolios of the member's clients shall
                                be determined in each of the scenarios set.

                                    The said value shall be determined by way of adding - for each scenario
                                    separately - the theoretical values of all portfolios of the member's
                                    clients with negative theoretical values in that scenario.

                        Total market value of all portfolios of a member's clients

                        2.2.4.2 The total market value of all portfolios of the member's clients shall be
                                determined.

                                    The said value shall be determined by way of adding the total market
                                    values of the portfolios of the member's clients with negative market
                                    values under section 2.2.3.2.

                        The amount of margin required of the member in respect of all its client's
                        portfolios

                        2.2.4.3 The amount of margin required of a member in respect of all its clients
                                shall be determined according to the sum obtained under paragraph a.
                                below as an absolute number, or the amount obtained under paragraph
                                b. as an absolute number, whichever is the greater amount:

                                    a. the amount of market value calculated in accordance with section
                                        2.2.4.2, or zero, whichever is less;

                                    b. the amount of the total theoretical value of all portfolios of the
                                        member's clients in the scenario, for which the calculation under
                                        section 2.2.4.1 above yields the negative number with the highest
                                        absolute value.

              2.2.5     The value of a member's nostro account and the amount of margin required

                        The theoretical value of the member's nostro account

                        2.2.5.1*        The total theoretical value of each of the member's nostro accounts
                                        shall be determined for each of the scenarios set, as specified below:



* see the transitional provisions in section 3 of this Chapter

   This English version is an unofficial translation of the official Hebrew version and has no binding force
   The only binding version is the official Hebrew version. (Please see Notes on the Translation and
   Disclaimer)
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                                        -    the theoretical value of each option in a nostro
                                             account, as determined for that scenario, shall be
                                             multiplied by the balance of that option in the
                                             account;

                                        -    the theoretical value of each future in the nostro account, as
                                             determined for that scenario, shall be multiplied by the balance
                                             of that future in the account;

                                        -    the theoretical value of each TA-25 basket index unit in the
                                             nostro account, as determined for that scenario, shall be
                                             multiplied by the balance of TA-25 basket index units in the
                                             account;

                                        -    the theoretical value of each Gilboa bonds unit in the nostro
                                             account, as determined for that scenario, shall be multiplied by
                                             the balance of Gilboa bonds units in the account;

                                        The sum obtained by adding the aforesaid products shall constitute
                                        the theoretical value of the member's nostro account in that scenario.

                        The market value of the member's nostro account

                      2.2.5.2* The total market value of each of the member's nostro accounts shall be
                               determined for each of the scenarios set, as specified below:

                                  -     the market value of each option in a nostro account shall be
                                        multiplied by the balance of that option in the account;

                                  -     the market value of each future in the nostro account shall be
                                        multiplied by the balance of that future in the account;

                                  -     the market value of each TA-25 basket index unit in the nostro
                                        account shall be multiplied by the balance of TA-25 basket index
                                        units in the account;

                                  -     the market value of each Gilboa bonds unit in the nostro account
                                        shall be multiplied by the balance of Gilboa bonds units in the
                                        account;

                                        the sum obtained by adding the aforesaid products shall constitute
                                        the market value of the member's nostro account.




* see the transitional provisions in section 3 of this Chapter

   This English version is an unofficial translation of the official Hebrew version and has no binding force
   The only binding version is the official Hebrew version. (Please see Notes on the Translation and
   Disclaimer)
                                                       E - 79
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                     The amount of margin required of a member in respect of a nostro account

                   2.2.5.3     The amount of margin required of a member in respect of each of its
                               nostro account shall be determined as the amount obtained under
                               paragraph a. as an absolute number or the amount obtained under
                               paragraph b. as an absolute number, whichever is the greater amount:

                               a.    the market value of the nostro account, calculated in accordance
                                     with section 2.2.5.2, or zero, whichever is less;

                               b.    the theoretical value of the nostro account in the scenario, of which
                                     the result under section 2.2.5.1 above yields the negative number
                                     with the highest absolute value.

           2.2.6 Value of all nostro accounts of a member and amount of the required margin

                     Total theoretical value of all nostro accounts of a member

                     2.2.6.1 The total theoretical value of all proprietary (nostro) accounts of the
                             member in each of the scenarios set shall be set.

                               The said value shall be determined by way of adding - for each scenario
                               separately - the theoretical values of all nostro accounts of the member
                               with negative theoretical values in that scenario.

                     Total market value of all nostro accounts of a member

                     2.2.6.2 The total market value of all nostro accounts of the member shall be
                             determined.

                               The said value shall be determined by way of adding the total market
                               values of the nostro accounts of the member with negative market values
                               under section 2.2.5.2.

                     The amount of margin required of the member in respect of its nostro accounts

                     2.2.6.3 The amount of margin required of a member in respect of all its nostro
                             accounts shall be determined according to the amount obtained under
                             paragraph a. below as an absolute number or the amount obtained under
                             paragraph b. as an absolute number, whichever is the greater amount:

                               a.    the sum of market value calculated in accordance with section
                                     2.2.6.2 above, or zero, whichever is less;

                               b.    the sum of the total theoretical value of all nostro accounts of the
                                     member in the scenario, of which the calculation under section
                                     2.2.6.1 above yields the negative number with the highest absolute
                                     value.




This English version is an unofficial translation of the official Hebrew version and has no binding force
The only binding version is the official Hebrew version. (Please see Notes on the Translation and
Disclaimer)
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           2.2.7 Value of portfolio of the client of a NCHM and the amount of margin required
                 of a member in respect of each client of a NCHM that clears through it

                     Theoretical value of the portfolio of the client of a NCHM

                     2.2.7.1 The total theoretical value of each of the portfolios of the clients of the
                                 NCHM in each of the scenarios set shall be determined, as follows:

                               -     the theoretical value of each option in the client's portfolio, as
                                     determined for that scenario, shall be multiplied by the balance of
                                     that option in the portfolio;

                               -     the theoretical value of each future in the client's portfolio, as
                                     determined for that scenario, shall be multiplied by the balance of
                                     that future in the portfolio;

                               the amount obtained by adding the aforesaid products shall be the
                               theoretical value of the client's portfolio in that scenario.

                     Market value of the portfolio of the client of an NCHM

                     2.2.7.2 The total market value of each of the portfolios of the clients of the
                                 NCHM shall be determined as follows:

                               -     the market value of each option in the client's portfolio shall be
                                     multiplied by the balance of that option in the portfolio;

                               -     the market value of each future in the client's portfolio shall be
                                     multiplied by the balance of that future in the portfolio;

                               the amount obtained by adding the aforesaid products shall be the market
                               value of the portfolio of the client of the NCHM.

                     The amount of margin required of a member in respect of each portfolio of a
                     client of the NCHM

                     2.2.7.3 The amount of margin required of a member in respect of each portfolio
                                 of a client of the NCHM shall be determined according to the
                                 amount obtained under paragraph a. below as an absolute number or
                                 the amount obtained under paragraph b. below as an absolute
                                 number, whichever is the greater amount:

                               a.    the market value of the client's portfolio, calculated in accordance
                                     with section 2.2.7.2 above, or zero, whichever is less;

                               b.    the theoretical value of the client's portfolio in the scenario, for
                                     which the result under section 2.2.7.1 above yields the negative
                                     number with the highest absolute value.


This English version is an unofficial translation of the official Hebrew version and has no binding force
The only binding version is the official Hebrew version. (Please see Notes on the Translation and
Disclaimer)
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           2.2.8 Value of all the portfolios of the clients of a NCHM and the amount of margin
                 required of the member in respect of the clients of the NCHM that clears through
                 it

                     Total theoretical value of all portfolios of the clients of a NCHM

                     2.2.8.1 The total theoretical value of all portfolios of the clients of the
                             NCHM in each of the scenarios set shall be determined.

                               The said value shall be determined by way of adding - for each scenario
                               separately - the theoretical values of all portfolios of the clients of a
                               NCHM, which have a negative theoretical value in that scenario.

                     Total market value of all portfolios of clients of a NCHM

                     2.2.8.2 The total market value of all portfolios of the clients of the NCHM shall
                             be determined.

                               The said value shall be determined by way of adding the total market
                               values of the portfolios of the clients of a NCHM which have negative
                               market values under section 2.2.7.2.

                     The amount of margin required of a member in respect of all portfolios of clients
                     of a NCHM that clears through it

                     2.2.8.3 The amount of margin required of a member in respect of all portfolios of
                             clients of the NCHM that clears through it shall be determined according
                             to the amount obtained under paragraph a. below as an absolute number
                             or the amount obtained under paragraph b. below as an absolute number,
                             whichever is the greater amount:

                               a.    the sum of market value calculated in accordance with section
                                     2.2.8.2 above, or zero, whichever is less;

                               b.    the sum of the total theoretical value of all portfolios of the clients of
                                     a NCHM in the scenario, for which the calculation under section
                                     2.2.8.1 above yields the negative number with the highest absolute
                                     value.

           2.2.9 Value of the nostro account of a NCHM and the amount of margin required of
                 the member in respect of the nostro account of the NCHM that clears through it

                     Total theoretical value of the nostro account of a NCHM

                     2.2.9.1 The total theoretical value of each nostro account f the NCHM in each of
                             the scenarios set shall be determined, as specified below.




This English version is an unofficial translation of the official Hebrew version and has no binding force
The only binding version is the official Hebrew version. (Please see Notes on the Translation and
Disclaimer)
                                                       E - 82
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                               -     the theoretical value of each option in the nostro account, as
                                     determined for that scenario, shall be multiplied by the balance of
                                     that option in the account;

                               -     the theoretical value of each future in the nostro account, as
                                     determined for that scenario, shall be multiplied by the balance of
                                     that future in the account;

                               the amount obtained by adding the aforesaid products shall be the
                               theoretical value of the nostro account of the NCHM in that scenario.

                     The market value of the nostro account of a NCHM

                     2.2.9.2 The total market value of each nostro account of the NCHM shall be
                                 determined, as specified below.

                               -     the market value of each option in the nostro account shall be
                                     multiplied by the balance of that option in the account;


                               -     the market value of each future in the nostro account shall be
                                     multiplied by the balance of that future in the account;

                               the amount obtained by adding the aforesaid products shall be the market
                               value of the nostro account of the NCHM.

                     The amount of margin required of a member in respect of the nostro account of
                     the NCHM that clears through it

                     2.2.9.3 The amount of margin required of a member in respect of each nostro
                             account of the NCHM that clears through it shall be determined
                             according to the amount obtained under paragraph a. below as an
                             absolute number or the amount obtained under paragraph b. below as an
                             absolute number, whichever is the greater amount:

                               a.    the market value of the nostro account, calculated in accordance
                                     with section 2.2.9.2 above, or zero, whichever is less;

                               b.    the theoretical value of the nostro account in the scenario, for which
                                     the calculation under section 2.2.9.1 above yields the negative
                                     number with the highest absolute value.

           2.2.10 Value of all nostro accounts of a NCHM and the amount of margin required of
                  a member in respect of all nostro accounts of the NCHM that clears through it

                      Total theoretical value of all nostro accounts of a the NCHM

                      2.2.10.1       The total theoretical value of all nostro accounts of the member in
                                     each of the scenarios set shall be determined.

This English version is an unofficial translation of the official Hebrew version and has no binding force
The only binding version is the official Hebrew version. (Please see Notes on the Translation and
Disclaimer)
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                                     The said value shall be determined by way of adding - for each
                                     scenario separately - the theoretical values of all nostro accounts of
                                     the NCHM with negative theoretical values in that scenario.

                      Total market value of all nostro accounts of a NCHM

                      2.2.10.2       The total market value of all nostro accounts of the NCHM shall be
                                     determined.

                                     The said value shall be determined by way of adding the total
                                     market values of the nostro accounts of the NCHM with negative
                                     market values under section 2.2.9.2.

                      The amount of margin required of the member in respect of the nostro accounts
                      of the NCHM that clears through it

                      2.2.10.3       The amount of margin required of a member in respect of all nostro
                                     accounts of the NCHM that clears through it shall be determined
                                     according to the amount obtained under paragraph a. below as an
                                     absolute number or the amount obtained under paragraph b. below
                                     as an absolute number, whichever is the greater amount:

                                     a. the sum of market value calculated in accordance with section
                                        2.2.10.2 above, or zero, whichever is less;

                                     b. the sum of the total theoretical value of all nostro accounts of
                                        the NCHM in the scenario, for which the calculation under
                                        section 2.2.10.1 above yields the negative number with the
                                        highest absolute value.

           2.2.11 The amount of margin required of the member in respect of the activity of the
                  NCHM's that clear through it Total amount of margin required of the member
                  in respect of the NCHM that clears through it

                      2.2.11.1       The total amount of margin required of the member in respect of a
                                     NCHM that clears through it is the sum of the margin required of the
                                     member in respect of all clients of the NCHM under section 2.2.8.3
                                     above, plus the sum of margin required of the member in respect of
                                     all the nostro accounts of the NCHM under section 2.2.10.3 above.

                      The amount of margin required of the member in respect of all the NCHM's that
                      clear through it

                      2.2.11.2       The total amount of margin required of the member in respect of all
                                     the NCHM's that clear through it is the aggregate sum of the margin
                                     required of the member in respect of each of the NCHM's that clear
                                     through it, under section 2.2.11.1 above.



This English version is an unofficial translation of the official Hebrew version and has no binding force
The only binding version is the official Hebrew version. (Please see Notes on the Translation and
Disclaimer)
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           2.2.12 The total amount of margin required of a member in respect of all portfolios of
                  his clients, in respect of all its nostro accounts and in respect of all the NCHM's
                  that clear through it

                      The total amount of margin required of the member under this section 2.2 is the
                      sum of the margin required of the member in respect of all portfolios of his
                      clients, under section 2.2.4.3 above, plus the sum of the margin required of the
                      member in respect of all its nostro accounts, under section 2.2.6.3 above, plus
                      the sum of the margin required of the member in respect of all Stock Exchange
                      members who are not members of the MAOF Clearing House and who clear
                      through it, under section 2.2.11.2 above.

    2.3    Calculation of margin at the beginning of a trading day in respect of transactions, in
           which the underlying asset is the three month interest rate

           2.3.1      The amount of margin required of each member in respect of each client shall
                      be determined at the end of each trading day, and that in the following manner:

                      2.3.1.1 The following parameters shall be calculated for each future:

                                 a)     0.15 of the annual shekel interest rate, multiplied by 100 and
                                        calculated as the average of the interest rates of all short term loan
                                        series within a redemption range of 60 to 120 days, on the three
                                        days that preceded the updating date, rounded off to the nearest
                                        half per cent;

                                        the aforesaid annual shekel interest rate shall be updated every
                                        month, on the last business day of the month; a notice shall be
                                        published about each aforesaid updating.

                                 b)     The fluctuation coefficient in new shekel terms, as prescribed in
                                        the terms of the contract, multiplied by 100.

                       2.3.1.2        The product of multiplying the two parameters in section 2.3.1.1
                                      above shall be calculated and rounded off to the nearest NIS 500.

                       2.3.1.3        The number of spreads in the client's futures shall be calculated for
                                      each client; this number shall be multiplied by half of the sum
                                      obtained by the calculation under section 2.3.1.2;

                                      for this purpose, "spread in futures" - a long future for one exercise
                                      date and a short future for another exercise date; if less than seven
                                      days are left until the expiration date of a future, then that future
                                      shall not be included in the aforesaid "spreads in futures".




This English version is an unofficial translation of the official Hebrew version and has no binding force
The only binding version is the official Hebrew version. (Please see Notes on the Translation and
Disclaimer)
                                                       E - 85
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                       2.3.1.4       The following two numbers shall be calculated for each client:

                                    - the number, as an absolute value, of all the client's short futures,
                                      which are not part of a spread in futures, as said in section 2.3.1.3;
                                    - the number of all the client's long futures, which are not part of a
                                      spread in futures, as said in section 2.3.1.3.

                                    The larger of the two aforesaid numbers shall be multiplied by the
                                    sum obtained by the calculation under section 2.3.1.2 above.

                       2.3.1.5       The total of margin required of a member in respect of each client
                                     equals the amount obtained by the calculation under section 2.3.1.3,
                                     plus the amount obtained by the calculation under section 2.3.1.4.

           2.3.2      The amount of margin required of a member in respect of the nostro account
                      shall be calculated in the manner, in which the total of margin required of a
                      member in respect of an account of the member's client is calculated.

           2.3.3      The total amount of margin required of a member under this section 2.3 is the
                      sum of margin required of the member in respect of all his clients, as aforesaid,
                      plus the sum of margin required of the member in respect of the nostro account.

    2.4    Calculation of margin at beginning of trading day in respect of transactions, in which
           the underlying asset is the consumer price index

           2.4.1 The amount of margin required of each member in respect of each client shall be
                 determined at the end of each trading day, and that in the following manner:

                     2.4.1.1 The following parameters shall be calculated for each future:

                               a)     one fourth of the estimated annual increase of the consumer price
                                      index, calculated as the average of annual yields - on the updating
                                      day and on the two trading days before it, of a short term loan
                                      series with the time left to redemption - on the updating day - is the
                                      closest to one year; this parameter shall be updated every month, on
                                      the last business day of the month; a notice shall be published
                                      about each aforesaid updating.

                               b)     The consumer price index known on the updating day, multiplied
                                      by NIS 1,000.

                               c)     the number of months left between the last transaction with the
                                      future and its expiration date, rounded up to the nearest whole
                                      month and divided by twelve.




This English version is an unofficial translation of the official Hebrew version and has no binding force
The only binding version is the official Hebrew version. (Please see Notes on the Translation and
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                                                       E - 86
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                     2.4.1.2 The amount of margin required in respect of each long future and each
                             short future shall be calculated, in the following manner:

                               the product of the three parameters in section 2.4.1.1 above, with the
                               addition of 2% of the consumer price index known on the day of the
                               calculation, multiplied by NIS 1,000.

                               Notwithstanding the aforesaid, in the month in which an expiration date
                               occurs, the amount of margin required in respect of a future with the
                               nearest expiration date shall be calculated as follows: the product of the
                               three parameters in section 2.4.1.1 above.

                     2.4.1.3 The amount of margin required of a member for each client shall be as
                             follows: the absolute value of the sum of the products of the balance of
                             each long or short future in the client's account, times the amount of
                             margin required in respect of the same future, as specified in section
                             2.4.1.2.

           2.4.2 The amount of margin required of a member in respect of the nostro account
                 shall be calculated in the manner in which the amount of margin required of a
                 member in respect of the account of the member's client is calculated, as said
                 above.
           2.4.3 The total amount of margin required of a member under this section 2.4 is the
                 sum of the margin required of the member
                 in respect of all his clients, as aforesaid, plus the sum of the margin required of
                 the member in respect of the nostro account.

    2.5    Calculation of margin requirements at the beginning of a trading day in respect of
           transactions in which the underlying asset is a debt instrument

           2.5.1 At the close of each trading day, the margin required of a member for each client
                 will be set, as follows:

                    2.5.1.1 For each client the number of futures spreads will be calculated. This
                            number will be multiplied by NIS 150.

                               For this purpose, “futures spread” – a futures for a given expiration date
                               held long and a futures for another expiration date held short. Futures
                               with seven days or less remaining until expiration will not be included in
                               the “futures spread”.

                    2.5.1.2 For each client, the following two numbers will be calculated:

                               the absolute value of all futures held short by the client which are not part
                               of a futures spread as stipulated in sub-paragraph 2.5.1.1. above.




This English version is an unofficial translation of the official Hebrew version and has no binding force
The only binding version is the official Hebrew version. (Please see Notes on the Translation and
Disclaimer)
                                                       E - 87
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                               -    the number of all futures held long by the client that are not part of a
                                    futures spread, as stipulated in sub-paragraph 2.5.1.1. above.

                                     The larger of these two numbers will be multiplied by NIS 2,500.

                    2.5.1.3. The margin required of a member for each client equals the sum attained
                             from the calculation in sub-paragraph 2.5.1.1. plus the sum attained from
                             the calculation in sub-paragraph 2.5.1.2.

           2.5.2 The margin required of a member for its proprietary trading (nostro) account
                 will be calculated in the same manner as the margin required of a member for its
                 client accounts, as stipulated above.

           2.5.3. The total margin required of a member according to this sub-paragraph 2.5, is the
                  amount of required margin of a member for its clients, as stipulated, plus the
                  amount of required margin for its nostro account.

    2.6    Calculation of margin requirements at the beginning of a trading day in respect of
           transactions in which the underlying asset is a long-term hypothetical debt instrument

           2.6.1     At the close of each trading day, the margin required of a member for each client
                     will be set, as follows:

                     2.6.1.1 For each client the number of futures spreads will be calculated. This
                             number will be multiplied by NIS 150.

                               For this purpose, “futures spread” – a futures for a given expiration date
                               held long and a futures for another expiration date held short. Futures
                               with seven days or less remaining until expiration will not be included in
                               the “futures spread”.

                     2.6.1.2 For each client, the following two numbers will be calculated:

                               -      the absolute value of all futures held short by the client which are
                                      not part of a futures spread as stipulated in sub-paragraph 2.6.1.1.
                                      above.

                               -    the number of all futures held long by the client that are not part of a
                                    futures spread, as stipulated in sub-paragraph 2.6.1.1. above.

                                    The larger of these two numbers will be multiplied by NIS 3,500.

                     2.6.1.3 The margin required of a member for each client equals the sum attained
                             from the calculation in sub-paragraph 2.6.1.1. plus the sum attained from
                             the calculation in sub-paragraph 2.6.1.2.

           2.6.2       The margin required of a for its proprietary (nostro) account will be calculated
                       in the same manner as the margin required of a member for its client accounts,
                       as stipulated above.

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           2.6.3       The total margin required of a member according to this sub-paragraph 2.6, is
                       the amount of required margin of a member for its clients, as stipulated, plus
                       the amount of required margin for its nostro account.

    2.7    Intra-day margin calculations in respect of derivative transactions

           2.7.1       The positions on which margins will be calculated

                       2.7.1.1      After each transaction conducted by a member on behalf of its client
                                    or on its own behalf, an updated calculation shall be conducted of the
                                    margin in underlying assets required from that member for the
                                    derivative transaction that was conducted; and this according to its
                                    and all its clients' updated open positions in that underlying asset, in
                                    accordance with the calculation method specified in sections 2.2, 2.3
                                    and 2.4 above, as applicable. If such a transaction was not conducted
                                    by a N.M.E.M. for which the said member is the clearing member,
                                    then the margin for the said N.M.E.M. and its clients shall not be
                                    updated in consequence of the transaction conducted by the member
                                    its clients’ or its own behalf.

                                    After each transaction conducted by a N.M.E.M. on behalf of its
                                    client or on its own behalf, an updated calculation shall be conducted
                                    of the margin required in the underlying asset from the N.M.E.M.’s
                                    clearing member in respect of that N.M.E.M., for the derivatives
                                    transaction; and this according to the N.M.E.M’s and all its clients'
                                    updated open positions in that underlying asset, in accordance with
                                    the calculation method specified in sections 2.2, 2.3 and 2.4 above,
                                    as applicable.

                       2.7.1.2      In addition to the aforesaid, in respect of derivatives, the underlying
                                    asset of which is a basket index, a stock or a foreign currency
                                    exchange rate, the initial set of scenarios (risk array) at the beginning
                                    of the day shall be replaced by a new set of scenarios with different
                                    parameter values, and this if a change in the basket index, the stock
                                    price or foreign currency exchange rate occurs, as applicable, at rates
                                    specified in sub-paragraph 2.7.2.1, 3) below. Should a revision of the
                                    risk array during the course of a trading day, as aforesaid, be
                                    decided, then renewed margin calculations shall be conducted for all
                                    members of the MAOF Clearing House, as specified in sub-
                                    paragraph 2.7.2.1. 3) below.

           2.7.2       The intra-day margin calculation in respect of transactions in derivatives with
                       an underlying asset that is a basket index, a stock or a foreign currency
                       exchange rate

                       An intra-day margin calculation of derivatives on an underlying asset that is a
                       basket index, a stock or a foreign currency exchange rate shall be conducted in
                       accordance with the provisions of section 2.2 above, subject to the following:


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                       2.7.2.1      Parameters for intra-day margin calculations

                                    The parameters for an intra-day margin calculation will be those
                                    parameters set in section 2.2 above, subject to the following:

                                   1) basket index or stock or currency exchange rate

                                        if the underlying asset is a basket index - after each transaction
                                        conducted by a member on behalf of a client or on its own behalf,
                                        the margin required of the member shall be calculated according
                                        to the last known basket index known at the time the transaction
                                        was conducted;

                                        if the underlying asset is a stock – after each transaction
                                        conducted by a member on behalf of a client or on its own behalf,
                                        the margin required of the member will be calculated according to
                                        the last known share price at the time the transaction was
                                        conducted;

                                        if the underlying asset is a currency exchange rate - after each
                                        transaction conducted by a member on behalf of a client or on its
                                        own behalf, the margin required of the member shall be calculated
                                        according to the last known currency exchange rate at the time the
                                        transaction was conducted;

                                        for purposes of this sub-paragraph -

                                        "the last known currency exchange rate when the transaction was
                                        carried out" - the average currency exchange rate in interbank
                                        trading, as posted by the Reuters system. If an exchange rate was
                                        not posted, or if it was not possible to obtain currency exchange
                                        rates from the Reuters system, as aforesaid, then the last known
                                        Representative Rate of that foreign currency set by the Bank of
                                        Israel.

                                   2) underlying Price Scan Range

                                        After each transaction conducted by a member the margin
                                        required of the member shall be calculated according to the Price
                                        Scan Range, as specified below;

                                        for the purpose of this sub-paragraph -
                                        Y = the Price Scan Range, in percent


                                        X = the rate of change of the index, in percent;

                                        the underlying Price Scan Range shall be as stipulated in sub-
                                        paragraph 2.2 above, subject to the following:

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                                        a)      if the basket index or share price or the currency exchange
                                                increases by x%, then the upside Price Scan Range shall be
                                                reduced and calculated by the following formula:

                                                            ((1+y/100) / (1+x/100)-1) * 100

                                        b)      if the basket index or or price share or the currency
                                                exchange rate declines by x%, then the downside Price Scan
                                                Range shall be reduced and calculated by the following
                                                formula:

                                                            (1- (1-y/100) / (1-x/100)) * 100

                                        c)      if the basket index or the share price or the currency
                                                exchange rate increases or declines, as applicable, by x%,
                                                then the respective downside or upside Price Scan Range
                                                shall be as stipulated in section 2.2 above; however the
                                                Manager of the MAOF Clearing House or someone
                                                authorized by him is entitled - at his discretion – to reduce
                                                the above Price Scan Range, but solely if the rate of change
                                                does not exceed 0.4%.

                                   3) In addition to that stipulated in sub-paragraph 2) above and
                                      subject to the provisions of sub-paragraph 4) below, should the
                                      basket index, or share price or currency exchange rate change at
                                      the rates specified below, the Manager of the MAOF Clearing
                                      House or someone authorized by him shall replace the existing set
                                      of scenarios (risk array) with an alternate set of scenarios:

                                        -       in respect of derivatives, the underlying asset of which is the
                                                TA-25 index -

                                                  should, in the course of the trading day, the TA-25 index
                                                  change and become 2.1% higher or lower than the
                                                  reference index of the preceding trading day, then the
                                                  MAOF Clearing House shall replace the existing risk array
                                                  for derivatives the underlying asset of which is the TA-25
                                                  index (hereinafter: "Array 0") with an alternate risk array
                                                  (hereinafter: "Array 1");

                                                  the TA-25 index shall change in Array 1, relative to Array
                                                  0, by +2.4% or by -2.4%, as applicable, and the annual
                                                  standard deviation shall be 20% higher than the annual
                                                  standard deviation in Array 0, but shall not exceed 32%;




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The only binding version is the official Hebrew version. (Please see Notes on the Translation and
Disclaimer)
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                                                  should the TA-25 index change and become 2.1% higher
                                                  or lower than the TA-25 index in Array 1, then the MAOF
                                                  Clearing House shall replace the existing risk array with
                                                  an alternate risk array (hereinafter: "Array 2"); the TA-25
                                                  index shall change in Array 2, relative to the TA-25 index
                                                  in Array 0, by +4.8% or by -4.8%, as applicable, and the
                                                  annual standard deviation shall be 40% higher than the
                                                  annual standard deviation in Array 0, but it shall not
                                                  exceed 32%;

                                        -       in respect of derivatives , the underlying asset of which is
                                                the TA-Banks index -

                                                should, in the course of the trading day, the TA-Banks index
                                                change and become 2.1% higher or lower than the reference
                                                index of the preceding trading day, then the MAOF Clearing
                                                House shall replace the existing risk array for derivatives the
                                                underlying asset of which is the TA-Banks index
                                                (hereinafter: "Array 0") with an alternate risk array
                                                (hereinafter: "Array 1"); the TA-Banks index shall change in
                                                Array 1, relative to Array 0, by +2.4% or by -2.4%, as
                                                applicable, and the annual standard deviation shall be 20%
                                                higher than the annual standard deviation in Array 0, but
                                                shall not exceed 32%;

                                                should the TA-Banks index change and become 2.1% higher
                                                or lower than the TA-Banks index in Array 1, then the
                                                MAOF Clearing House shall replace the existing risk array
                                                with an alternate risk array (hereinafter: "Array 2"); the
                                                TA-Banks index shall change in Array 2, relative to the TA-
                                                Banks index in Array 0, by +4.8% or by -4.8%, as
                                                applicable, and the annual standard deviation shall be 40%
                                                higher than the annual standard deviation in Array 0, but it
                                                shall not exceed 32%;

                                        -       in respect of derivatives, the underlying asset of which is
                                                the dollar exchange rate -

                                                should, in the course of the trading day, the dollar exchange
                                                rate change and become 1.5% higher or lower than the
                                                dollar exchange rate at the beginning of the trading day,
                                                then the MAOF Clearing House shall replace the existing
                                                risk array in respect of derivatives the underlying asset of
                                                which is the dollar exchange rate (hereinafter: "Array 0")
                                                with an alternate risk array (hereinafter: "Array 1"); the
                                                dollar exchange rate shall change in Array 1, relative to
                                                Array 0, by +1.6% or by -1.6%, as applicable, and the
                                                annual standard deviation shall be 20% higher than the
                                                annual standard deviation in Array 0, but shall not exceed
                                                15%;
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                                                should the dollar exchange rate change and become 1.5%
                                                higher or lower than the dollar exchange rate in Array 1,
                                                then the MAOF Clearing House shall replace the existing
                                                risk array with an alternate risk array (hereinafter: "Array
                                                2"); the dollar exchange rate shall change in Array 2,
                                                relative to the dollar exchange rate in Array 0, by +3.2% or
                                                by -3.2%, as applicable, and the annual standard deviation
                                                shall be 40% higher than the annual standard deviation in
                                                Array 0, but it shall not exceed 15%;

                                        -       in respect of derivatives, the underlying asset of which is
                                                the euro exchange rate -

                                                should, in the course of the trading day, the euro exchange
                                                rate change and become 1.5% higher or lower than the euro
                                                exchange rate at the beginning of the trading day, then the
                                                MAOF Clearing House shall replace the existing risk array
                                                in respect of derivatives the underlying asset of which is the
                                                euro exchange rate (hereinafter: "Array 0") with an alternate
                                                risk array (hereinafter: "Array 1"); the euro exchange rate
                                                shall change in Array 1, relative to Array 0, by +1.6% or by
                                                -1.6%, as applicable, and the annual standard deviation shall
                                                be 20% higher than the annual standard deviation in Array
                                                0, but shall not exceed 20%;

                                                should the euro excahnge rate change and become 1.5%
                                                higher or lower than the euro exchange rate in Array 1, then
                                                the MAOF Clearing House shall replace the existing risk
                                                array with an alternate risk array (hereinafter: "Array 2");
                                                the euro exchange rate shall change in Array 2, relative to
                                                the euro exchange rate in Array 0, by +3.2% or by -3.2%, as
                                                applicable, and the annual standard deviation shall be 40%
                                                higher than the annual standard deviation in Array 0, but it
                                                shall not exceed 20%;

                                        -       in respect of derivatives, the underlying asset of which is
                                                Teva shares -

                                                should, in the course of the trading day, the Teva share price
                                                change and become 3.1% higher or lower than the Teva
                                                share price at the beginning of the trading day, then the
                                                MAOF Clearing House shall replace the existing risk array
                                                in respect of derivatives the underlying asset of which is
                                                Teva shares (hereinafter: "Array 0") with an alternate risk
                                                array (hereinafter: "Array 1"); the Teva share price shall
                                                change in Array 1, relative to Array 0, by +3.6% or by -
                                                3.6%, as applicable, and the annual standard deviation shall
                                                be 20% higher than the annual standard deviation in Array
                                                0, but shall not exceed 40%;

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                                                should the Teva share price change and become 3.1% higher
                                                or lower than the Teva share price in Array 1, then the
                                                MAOF Clearing House shall replace the existing risk array
                                                with an alternate risk array (hereinafter: "Array 2"); the
                                                Teva share price shall change in Array 2, relative to the
                                                Teva shares in Array 0, by +7.2% or by -7.2%, as
                                                applicable, and the annual standard deviation shall be 40%
                                                higher than the annual standard deviation in Array 0, but it
                                                shall not exceed 40%;

                                        -       in respect of derivatives, the underlying asset of which is
                                                Leumi shares -

                                                should, in the course of the trading day, the Leumi share
                                                price change and become 3.1% higher or lower than the
                                                Leumi share price at the beginning of the trading day, then
                                                the MAOF Clearing House shall replace the existing risk
                                                array in respect of derivatives the underlying asset of which
                                                is Leumi shares (hereinafter: "Array 0") with an alternate
                                                risk array (hereinafter: "Array 1"); the Leumi share price
                                                shall change in Array 1, relative to Array 0, by +3.6% or by
                                                -3.6%, as applicable, and the annual standard deviation shall
                                                be 20% higher than the annual standard deviation in Array
                                                0, but shall not exceed 40%;

                                                should the Leumi share price change and become 3.1%
                                                higher or lower than the Leumi share price in Array 1, then
                                                the MAOF Clearing House shall replace the existing risk
                                                array with an alternate risk array (hereinafter: "Array 2");
                                                the Leumi share price shall change in Array 2, relative to the
                                                Leumi shares in Array 0, by +7.2% or by -7.2%, as
                                                applicable, and the annual standard deviation shall be 40%
                                                higher than the annual standard deviation in Array 0, but it
                                                shall not exceed 40%;

                                        -       in respect of derivatives, the underlying asset of which is
                                                Poalim shares -

                                                should, in the course of the trading day, the Poalim share
                                                price change and become 3.1% higher or lower than the
                                                Poalim share price at the beginning of the trading day, then
                                                the MAOF Clearing House shall replace the existing risk
                                                array in respect of derivatives the underlying asset of which
                                                is Poalim shares (hereinafter: "Array 0") with an alternate
                                                risk array (hereinafter: "Array 1"); the Poalim share price
                                                shall change in Array 1, relative to Array 0, by +3.6% or by
                                                -3.6%, as applicable, and the annual standard deviation shall
                                                be 20% higher than the annual standard deviation in Array
                                                0, but shall not exceed 40%;

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                                                should the Poalim share price change and become 3.1%
                                                higher or lower than the Poalim share price in Array 1, then
                                                the MAOF Clearing House shall replace the existing risk
                                                array with an alternate risk array (hereinafter: "Array 2");
                                                the Poalim share price shall change in Array 2, relative to
                                                the Poalim shares in Array 0, by +7.2% or by -7.2%, as
                                                applicable, and the annual standard deviation shall be 40%
                                                higher than the annual standard deviation in Array 0, but it
                                                shall not exceed 40%;

                                        -       in respect of derivatives, the underlying asset of which is
                                                I.C.L. shares -

                                                should, in the course of the trading day, the I.C.L. share
                                                price change and become 3.1% higher or lower than the
                                                I.C.L. share price at the beginning of the trading day, then
                                                the MAOF Clearing House shall replace the existing risk
                                                array in respect of derivatives the underlying asset of which
                                                is I.C.L. shares (hereinafter: "Array 0") with an alternate
                                                risk array (hereinafter: "Array 1"); the I.C.L. share price
                                                shall change in Array 1, relative to Array 0, by +3.6% or by
                                                -3.6%, as applicable, and the annual standard deviation shall
                                                be 20% higher

                                                than the annual standard deviation in Array 0, but shall not
                                                exceed 40%;

                                                should the I.C.L. share price change and become 3.1%
                                                higher or lower than the I.C.L. share price in Array 1, then
                                                the MAOF Clearing House shall replace the existing risk
                                                array with an alternate risk array (hereinafter: "Array 2");
                                                the I.C.L. share price shall change in Array 2, relative to the
                                                I.C.L. shares in Array 0, by +7.2% or by -7.2%, as
                                                applicable, and the annual standard deviation shall be 40%
                                                higher than the annual standard deviation in Array 0, but it
                                                shall not exceed 40%;




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                                        -       in respect of derivatives, the underlying asset of which is
                                                Africa shares -

                                                should, in the course of the trading day, the Africa share
                                                price change and become 3.1% higher or lower than the
                                                Africa share price at the beginning of the trading day, then
                                                the MAOF Clearing House shall replace the existing risk
                                                array in respect of derivatives the underlying asset of which
                                                is Africa shares (hereinafter: "Array 0") with an alternate
                                                risk array (hereinafter: "Array 1"); the Africa share price
                                                shall change in Array 1, relative to Array 0, by +3.6% or by
                                                -3.6%, as applicable, and the annual standard deviation shall
                                                be 20% higher than the annual standard deviation in Array
                                                0, but shall not exceed 50%;

                                                should the Africa share price change and become 3.1%
                                                higher or lower than the Africa share price in Array 1, then
                                                the MAOF Clearing House shall replace the existing risk
                                                array with an alternate risk array (hereinafter: "Array 2");
                                                the Africa share price shall change in Array 2, relative to the
                                                Africa shares in Array 0, by +7.2% or by -7.2%, as
                                                applicable, and the annual standard deviation shall be 40%
                                                higher than the annual standard deviation in Array 0, but it
                                                shall not exceed 50%;

                                   4) Notwithstanding that stipulated in sub-paragraph 3) above, should
                                      in the opinion of the CEO of the Stock Exchange, the annual
                                      volatility deviate significantly from the standard deviation
                                      employed in the risk arrays stipulated in sub-paragraph 3) above,
                                      the CEO of the Stock Exchange is entitled to determine that a new
                                      risk array will be run to calculate margin requirements, based on
                                      revised parameters that are more relevant at the time. Should the
                                      CEO of the Stock Exchange so decide, margin calculations will be
                                      suspended for the time necessary to run the aforesaid new risk
                                      array.

                                   5) Notification regarding the revision of parameters as stipulated in
                                      sub-paragraphs 3) and 4) above will be released without delay to
                                      the MAOF Clearing House members and the public in the manner
                                      in which the Stock Exchange customarily notifies the public.




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                2.7.3       The intra-day margin calculation in respect of transactions in derivatives with
                            an underlying asset that is a three-month interest rate, CPI index or
                            hypothetical debt instrument

                            The calculation of intra-day margins for derivatives the underlying asset of
                            which is the three-month interest rate, the CPI index or a hypothetical debt
                            instrument will be conducted as stipulated in sub-paragraphs 2.3, 2.4, 2.5 and
                            2.6 above, as applicable. After each transaction conducted by the member on a
                            client’s or its own behalf, an updated calculation of margin requirements will
                            be conducted for that member for the underlying asset on which the the
                            derivatives transaction was conducted, and this according to the member’s and
                            its clients’ updated open positions in that underlying asset, according to the
                            calculation methodology specified in sub-paragraphs 2.3, 2.4, 2.5, and 2.6, as
                            applicable.

3.       Transitional provisions

         Notwithstanding the provisions of this Chapter above and of Chapter Nine below, a
         calculation of the margin a member is required to give to the MAOF Clearing House in
         respect of the nostro account, in respect of open positions on the TA-25 index and in respect
         of open positions on the dollar exchange rate in the nostro account, it shall not be possible to
         depend on TA-25 basket index units and on Gilboa bond units in the member's nostro
         account, and that as long as this section has not been canceled.

         Consequently, the sections enumerated below are not in effect, as far as they relate to a
         calculation of the margin a member is required to give to the MAOF Clearing House in
         respect of the nostro account:


         -      sections 2.1.1.2, 2.2.2.3, 2.2.2.4, 2.2.2.6, 2.2.2.7 in this Chapter;

         -      in sections 2.2.4.5.1 and 2.2.4.5.2 in this Chapter, the paragraphs that refer to TA-25
                basket index units and to Gilboa bond units;

         -      in section 5 of Chapter Nine below, as far as it relates to TA-25 basket index units and
                to Gilboa bond units.

         On the matter of margin to be given by the client to a Non-bank Member, the member may
         take TA-25 basket index units and Gilboa bond units in the client's account into consideration;
         for this purpose, the provisions prescribed in section 6.3 below shall apply, which shall apply
         as if there had been no decision not to take the said units into consideration for the calculation
         of the margin the member is required to give the MAOF Clearing House in respect of the
         nostro account.




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     Disclaimer)
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4.       Special cases

         Should a change of 20% or more in the annual volatility occur for a duration of at least 30
         consecutive minutes, the CEO of the Stock Exchange after consulting with the Chairman of
         the Board of Directors, is entitled to decide to immediately revise the set of parameters as
         stipulated in sub-paragraph 2.2.1 above.


         Notice thereof shall be published without delay to MAOF Clearing House members and to the
         public, in the manner in which the Stock Exchange customarily publishes notices to the
         public.

         Should the parameters be revised as stated above, margins will be recalculated immediately,
         according to the new parameters, and members will be compelled to adjust the collateral
         deposited by them, at a time set in the notice.

5.       When must a member supplement the margin

         5.1    5.1.1 Supplementing margin at the beginning of the trading day

                          On each trading day, up to the time when trading in derivatives begins, or until
                          9:30 AM, whichever is earlier, a member shall deposit the additional margin he
                          must give, as aforesaid, in the margin accounts, as defined in section 8 below, in
                          accordance with the calculation made at the end of the preceding trading day, all
                          under the conditions specified below.

                5.1.2 Supplementing margin in the course of the trading day

                          For the purposes of this section -

                          "permitted amount" - an amount obtained by adding the amount of margin,
                          which the member deposited in the main account of MAOF margin, less the
                          amount of margin the member deposited in this account in respect of its part of
                          the Risk Fund, plus the additional monetary amount;

                          "additional monetary amount" - 15% of the member's part in the MAOF Clearing
                          House Risk Fund;

                          "exceptional addition" - 15% of the member's part in the MAOF Clearing House
                          Risk Fund;

                          "exceptional amount" - the amount obtained by adding the permitted amount
                          plus the exceptional addition;




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                                                            E - 98
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                          after every transaction carried out by a member for its client or for itself, the
                          MAOF Clearing House shall calculate the amount of margin required of the
                          member; if the amount of margin required of the member exceeds the permitted
                          amount, then the MAOF Clearing House shall so inform the member and the
                          member shall make up the difference between the total of margin required of it
                          and the existing total of margin within 30 minutes after the MAOF Clearing
                          House gave the notice to the member;

                          notwithstanding the aforesaid, if the amount of margin required of the member
                          exceeds the exceptional amount, then the MAOF Clearing House shall so inform
                          the member and the member shall make up the difference between the total of
                          margin required of it and the existing total of margin within 20 minutes after the
                          MAOF Clearing House gave the notice to the member.

         5.2    Notwithstanding the provisions of section 5.1 above, the Manager of the MAOF
                Clearing House may demand that the member deposit margin in an amount greater than
                that said in section 5.1 above, or at an earlier time than that stated in the said section, if
                he is of the opinion that that is needed in order to guaranty that the member will fulfill
                its obligations toward the MAOF Clearing House.

         5.3    Without derogating from any right of the MAOF Clearing House whatsoever under the
                By-laws or under any statute, if any member did not deposit the margin required of it
                until the time said in sections 5.1 or 5.2 above, as the case may be, then the MAOF
                Clearing House shall debit the amount of NIS 200 against the member's account for
                every quarter hour of delay, or for part thereof.

                Notwithstanding the aforesaid, if the amount of margin required of a member is greater
                than the exceptional amount, then the MAOF Clearing House shall debit the amount of
                NIS 500 against the member's account for every five minutes delay or any part thereof.

6.       Margin which the member must receive from the client

         6.1    A client's acts in options and futures shall be carried out through a separate account with
                the member, dedicated to acts in options and futures, or through the client's securities
                account, on condition that acts in options and futures be carried out in a separate
                subaccount or in a separate category (hereinafter: "MAOF account"); in the MAOF
                account shall also be kept all the TA-25 basket index units and the Gilboa bond units,
                which the client wishes the member to take into account in the calculation of the margin
                which the client must give to the member.

         6.2    The client shall deposit liquid assets with the Non-bank Member and charge them in its
                favor, as margin for the fulfillment of his obligations.

         6.3    The value of the margin, which a customer must give a Non-bank Member shall not be
                less than the value of the margin required of the member by the MAOF Clearing House
                in respect of that client; a member is entitled to demand from a client margin in excess
                of the value required of the member by the MAOF Clearing House.



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           Notwithstanding the aforesaid:

           -         if the client has open TA-25 index derivative positions and if the client deposited
                     in the MAOF account with the member TA-25 basket index units, and if all the
                     conditions enumerated below have been met, then the member may take into
                     consideration the TA-25 basket index units in the client's account, which are
                     charged in its favor, and demand from the client margin in respect of the client's
                     open positions in TA-25 index derivatives in an amount that is not less than the
                     amount of margin the MAOF Clearing House would have required of the
                     member in respect of the nostro account, as prescribed in sections 2.2.4.1, 2.2.4.2
                     and 2.2.4.3 above (if those sections were in effect), as if that were a nostro
                     account;

           -         if the client has open positions in dollar exchange rate derivatives and if the
                     client deposited in the MAOF account with the member Gilboa bond units, and if
                     all the conditions enumerated below have been met, then the member may take
                     into consideration the Gilboa bond units in the client's account, which are
                     charged in its favor, and demand from the client margin in respect of the client's
                     open positions in dollar exchange rate derivatives in an amount no less than the
                     amount of margin the MAOF Clearing House would have required of the
                     member in respect of the nostro account, as prescribed in sections 2.2.4.1, 2.2.4.2
                     and 2.2.4.3 above (if those sections were in effect), as if that were a nostro
                     account;

                     the conditions are:

                     -         the TA-25 basket index units and the Gilboa bond units, as the case may
                               be, which are deposited in the client's account, were acquired by the
                               client not with credit extended by the member to the client;

                     -         the TA-25 basket index units and the Gilboa bond units, as the case may
                               be, which are deposited in the client's account, are free of any
                               encumbrance, attachment or other third party rights whatsoever.

    6.4    The client shall authorize the member to sell and / or to call options, futures and
           securities included in the TA-25 index basket units or are included in the Gilboa bonds
           unit that are deposited in the MAOF account, in any case of a shortage of margin in his
           account, and also to exercise the margin which he provided and which are deposited in
           his account with the member, and that whenever he did not meet his obligations in
           respect of open positions.

    6.5    The amount, in respect of which a Non-bank Member shall receive margin from a client
           shall be deemed credit extended by the non-bank Stock Exchange member to the client
           and all the provisions of the Stock Exchange Rules and Guidelines on the provision of
           credit to a client shall apply, also on the matter of the kinds of margin for credit, the
           amount of margin to be received from a client in consideration of the credit extended to
           him, and the percentage of all the credit a member may extend to one client, out of the
           total credit which the member may extend all his clients.


This English version is an unofficial translation of the official Hebrew version and has no binding force
The only binding version is the official Hebrew version. (Please see Notes on the Translation and
Disclaimer)
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7.       Types of assets accepted for collateral and their valuation

         7.1    The assets that may serve as collateral are:

                7.1.1 cash;

                7.1.2 short-term treasury bills (MAKAM) or government bonds – their value for the
                      purpose of calculating compliance with margin requirements will be the value
                      of the security on the Stock Exchange multiplied by the safety coefficient.

                         For this purpose the security coefficient is: 97% minus 1% for each year
                          remaining to government bond or MAKAM maturity, where the years
                          remaining are to be rounded up to the next whole number.

          7.2    Collateral assigned to the MAOF Clearing House by a member will be drawn
                 from its independent means and will be clear at all times of any encumbrance,
                 attachment, lien or any other right to a third-party.

8.       Margin accounts

         8.1    Definitions

                8.1.1 "MAOF margin main account", dedicated to each member by the MAOF
                      Clearing House - an account, including all its subaccounts, kept at the Stock
                      Exchange Clearing House in the name of the MAOF Clearing House, dedicated
                      to the deposit by a member of securities that will be used as margin in favor of
                      the MAOF Clearing House;

                8.1.2 "monetary bank account", dedicated to each member by the MAOF Clearing
                      House - an account, including all its subaccounts, kept in the name of the MAOF
                      Clearing House at a bank chosen for this purpose by the MAOF Clearing House,
                      dedicated to deposit by a member of cash that will be used as margin in favor of
                      the MAOF Clearing House;

                          for this purpose, "bank" - a member that is a short term high rating bank, on
                          condition that it signed the undertaking attached here as Appendix Six;

                8.1.3 "additional MAOF margin account" - an account, including all its subaccounts,
                      kept at the Stock Exchange Clearing House in the name of a member and
                      dedicated to deposit by the member of securities that will be additional margin in
                      favor of the MAOF Clearing House (other than the margin deposited in the
                      MAOF margin main account and in the monetary bank account which the
                      MAOF Clearing House identified with that member;

                8.1.4 "subsidiary account - nostro stock active on the MAOF Clearing House" - an
                      account, including all its subaccounts, kept at the Stock Exchange Clearing
                      House in the name of a member and dedicated to deposit of the member's
                      securities (for itself) in the Stock Exchange Clearing House for its nostro
                      activity;


     This English version is an unofficial translation of the official Hebrew version and has no binding force
     The only binding version is the official Hebrew version. (Please see Notes on the Translation and
     Disclaimer)
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           8.1.5 ""subsidiary accounts - stock for members" - accounts, including all their
                 subaccounts, kept at the Stock Exchange Clearing House in the name of a
                 member and dedicated to the deposit of securities held by the member for its
                 clients;

           8.1.6 "margin accounts" dedicated to each member - all the following accounts: the
                 MAOF margin main account, the monetary bank account and the additional
                 MAOF margin account.

    8.2    8.2.1 The MAOF Clearing House shall open a number of accounts in its name at the
                 Stock Exchange Clearing House, equal to the number of its members, and it shall
                 dedicate one account to each member for use as the primary MAOF margin
                 account, in which the member shall deposit the securities stipulated in in sub-
                 paragraph 7.1.2 above, which are assigned as collateral to secure all of the
                 member's obligations toward the MAOF Clearing House and the payment of
                 the member’s share in the Risk Fund;

           8.2.2 a.            In addition to the aforesaid, the MAOF Clearing House shall open
                               accounts in its name with one or several banks (at its discretion) in a
                               number equal to the number of its members, and it shall dedicate one
                               account to each member to be used as the monetary bank account. In this
                               account shall be deposited cash assigned by the member as collateral to
                               secure all of the member's obligations toward the MAOF Clearing
                               House and to secure the payment of the member’s share in the Risk
                               Fund; the deposits shall be made as follows:

                               (1)      by the member - cash, as specified in section 7.1.1 above;

                               (2)      by the MAOF Clearing House - cash paid as fruits from the
                                        securities deposited in the primary MAOF margin account, which
                                        are dedicated to the member, or cash stemming from any other
                                        monetary credit derived from the said securities, including the
                                        proceeds derived from their sale or exercise;

                               (3)      (a)     by the Stock Exchange Clearing House - cash to be paid as
                                                fruits from securities deposited in the additional MAOF
                                                margin account, which is kept in the member's name, or
                                                cash derived from any other monetary credit stemming
                                                from the said securities, including the proceeds derived
                                                from their sale or exercise;

                                        (b)     for the performance of the deposits stipulated in subsection
                                                (a) above, each member hereby gives the Stock Exchange
                                                Clearing House an irrevocable power of attorney to transfer
                                                the cash said in subsection (a) above to the monetary bank
                                                account that was dedicated to the member and the
                                                particulars of which were communicated to the Stock
                                                Exchange Clearing House by the MAOF Clearing House.


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The only binding version is the official Hebrew version. (Please see Notes on the Translation and
Disclaimer)
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                   b.          For the sake of clarity, let it be stated that a monetary bank account
                               dedicated to a member that is a bank shall be opened by the MAOF
                               Clearing House at a different bank.

           8.2.3 A member shall deposit in the primary MAOF margin account or in the
                 monetary bank account, collateral, the value of which is not less than the full
                 amount of the margin requirement (100%) owed to the MAOF Clearing House
                 under Chapter Two above and this Chapter Eight, subject to the provisions
                 pertaining to this matter set in the By-laws, and it shall assign the said accounts
                 to the credit of the MAOF Clearing House, as specified below.

           8.2.4 The MAOF Clearing House shall be entitled to credit the collateral assigned by
                 the member or any part thereof, at its discretion, and without derogating from the
                 generality of the above, either on account of the margin required of the member
                 as its obligation to the Risk Fund, or on account of the margin required of the
                 member in respect of MAOF transactions on its own behalf (nostro), or on
                 account of the margin required of the member in respect of MAOF transactions
                 on behalf of its clients, or on account of the margin required of the member in
                 respect of MAOF transactions carried out by a N.M.E.M., for which the member
                 is liable under the By-laws, be they on behalf of the N.M.E.M. or on behalf of
                 the clients of the N.M.E.M., all as shall be determined by the MAOF Clearing
                 House and according to the proportions set by it.

    8.3    Aside from the collateral which a member must provide the MAOF Clearing House,
           as stipulated in section 8.2 above, each member must assign the MAOF Clearing
           House additional collateral, as follows:

           8.3.1 each member shall open an additional MAOF margin account in its name with
                 the Stock Exchange Clearing House, and in which it shall deposit securities of
                 the kinds specified in sub-paragraph 7.1.2 above, the value of which - as
                 stipulated in sub-paragraph 7.1.2 above - shall not at any time be less than a
                 certain percentage to be determined of the entire margin requirement imposed
                 by the MAOF Clearing House, as stipulated in sub- paragraph 8.2.3 above;
                 Until it is decided differently, the percentage of the margin requirement that will
                 be deposited by MAOF Clearing House members in the additional MAOF
                 margin account, will be 0% of the entire margin requirement imposed by the
                 MAOF Clearing House as stipulated in sub-paragraph 8.2.3 of Chapter Eight of
                 the MAOF Clearing House By-laws.

           8.3.2 the margin which a member will deposit in the additional MAOF margin
                 account shall serve as margin for the fulfillment of all the member's obligations
                 and also as margin given by the member to the Risk Fund, and that in addition to
                 and without derogating from the margin given by the member to the MAOF
                 Clearing House, as said in section 8.2 above, all as specified in section 9 below.




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The only binding version is the official Hebrew version. (Please see Notes on the Translation and
Disclaimer)
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9.       Encumbrances

         Without derogating from any right the MAOF Clearing House has under the By-laws, any
         agreement or any law-

         9.1    A member shall pledge and charge the following assets and rights in favor of the MAOF
                Clearing House by a senior fixed charge and by endorsement by way of encumberance,
                unlimited in amount, for all the following assets and rights:

                9.1.1 all rights of any kind whatsoever in the primary MAOF margin account,
                      including - but without derogating from the generality of the aforesaid - all the
                      securities deposited or registered to the credit of the primary MAOF margin
                      account or which will be deposited or registered to the credit of the said account
                      from time to time, and all their fruit and / or any rights derived from or
                      connected to them, including the proceeds from the sale or exercise of the said
                      securities;

                9.1.2 all rights of any kind whatsoever in the monetary bank account, including - but
                      without derogating from the generality of the aforesaid - all rights to receive all
                      cash deposits or registered to the credit of the monetary bank account or which
                      will be deposited or registered to the credit of the said account from time to time,
                      and all their fruit or any rights derived from or connected to them;

                and all as specified in the collateral pledge agreement and the secured note attached
                here as Appendix Seven (hereinafter: "the fixed charges agreement").

         9.2    Without derogating from the aforesaid in section 9.1 above and in addition to the
                encumbrances therein, a member shall pledge and charge all the in favor of the MAOF
                Clearing House by a senior floating charge and by an endorsement by way of an
                encumbrance, unlimited in amount:

                9.2.1 all the securities which are deposited or registered, or which from time to time
                      will be deposited or registered to the member's credit with the Stock Exchange
                      Clearing House, including all the securities which are deposited or registered or
                      from time to time will be deposited or registered to the credit of the primary
                      MAOF margin account and to the additional MAOF margin account, and all
                      their fruit and / or any rights derived from or connected to them, including the
                      proceeds from the sale or exercise of the said securities, however excluding
                      securities that are deposited or registered or will be deposited or registered to the
                      member in the its “secondary account – active nostro inventory at the Stock
                      Exchange Clearing House” and excluding securities deposited or registered to
                      the member in “secondary account – client inventory”;

                9.2.2 all the rights of any kind whatsoever in the monetary bank account, including -
                      but without derogating from the generality of the aforesaid - all rights to receive
                      all the money deposited or registered to the credit of the monetary bank account
                      or which will from time to time be deposited or registered to the credit of the
                      said account and all their fruits and / or any rights derived from or connected to
                      them; and all as specified in the floating charge agreement, which is here
                      attached as Appendix Eight (hereinafter: the "floating charge agreement").

     This English version is an unofficial translation of the official Hebrew version and has no binding force
     The only binding version is the official Hebrew version. (Please see Notes on the Translation and
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                                                         E - 104
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      9.3    9.3.1 Without derogating from the provisions of the fixed charges agreement and of
                   the floating charge agreement, as applicable, or from the provisions of these By-
                   laws, let it be stated clearly that a member does not have the right to withdraw
                   securities or money from any of the margin accounts..

             9.3.2 without derogating from the stipulations of sub-paragraph 9.3.1. above, should
                   there be surplus collateral in the margin accounts, relative to the margin
                   required under the By-laws, then the MAOF Clearing House shall refund the
                   surplus collateral to the member, on condition that it submits a written request
                   by no later than 12 noon on each trading day and the MAOF Clearing House
                   approves the request.

                       For the purpose of this paragraph -

                       "surplus collateral" - an amount that shall not exceed the difference between the
                       amount of collateral (as calculated according to sub-paragraph 7.1. deposited in
                       the margin accounts and the amount of collateral required according to the By-
                       laws at the beginning of the trading day.

                       Notwithstanding the aforesaid, a member shall be entitled to the refund of
                       surplus collateral in respect of an expired or exercised derivative, as the case may
                       be, only on the trading day after cash settlement in respect of the derivative was
                       executed.

      9.4    Each member shall sign the fixed charges agreement and the floating charge agreement,
             the text of which is articulated in the enclosed Appendix Seven and Appendix Eight.

10.   Disposition of collateral

      10.1 The disposition of collateral shall be exercised according to the following procedure:

             10.1.1 When one or more of the events specified in section 1.1.2 of Chapter Seven "B"
                    above occurs in connection with any member (hereinafter: "the member in
                    violation"), and without derogating from the rights of the MAOF Clearing House
                    under the said paragraph, under the By-laws or under any law, the Board of
                    Directors of the MAOF Clearing House shall have the right to decide, at its
                    discretion, (even if the MAOF Clearing House Board of Directors has not
                    decided to impose an early termination of the MAOF transactions to which the
                    member is party) on the disposition of collateral in order to meet the member's
                    obligations, and also the margin which the member in violation gave to the Risk
                    Fund;




  This English version is an unofficial translation of the official Hebrew version and has no binding force
  The only binding version is the official Hebrew version. (Please see Notes on the Translation and
  Disclaimer)
                                                       E - 105
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           10.1.2 Should the Board of Directors of the MAOF Clearing House decide as stipulated
                  in sub-paragraph 10.1.1. above, then the following provisions shall apply:

                     a.     the MAOF Clearing House shall be deemed to have exercised first the
                            collateral assigned by the member in violation to secure its obligations
                            (and in consequence thereof that margin shall be the first to be reduced),
                            and only after, the collateral which the member in violation provided to
                            secure the Risk Fund.

                     b.     at the time the decision to dispose of collateral assigned by a member in
                            violation is made, and without necessity for the MAOF Clearing House to
                            undertake any measure or deliver any notice or any demand the MAOF
                            Clearing House shall require each member that is not the member in
                            violation (hereinafter: the other member, or the other members, as
                            applicable) to pay to the MAOF Clearing House an amount that will be set
                            by the MAOF Clearing House, according to the proportion of the other
                            member's part of the Risk Fund to the amount of the Risk Fund minus the
                            member in violation’s part in it, and solely if this amount does not exceed
                            the other member's part of the Risk Fund.

                      c.    1)      the MAOF Clearing House will notify each other member that it
                                    must pay the MAOF Clearing house an amount set by the MAOF
                                    Clearing House, the proportion of its part of the Risk Fund to the
                                    amount of the Risk Fund minus the member in violation’s part of the
                                    risk fund and solely if this sum does not exceed the other member’s
                                    part of the Risk Fund (hereafter – the MAOF Clearing House Notice)

                             2)     the payments of the other members, as demanded under sub-
                                    paragraph c.1) above, shall be made immediately upon the delivery
                                    of the MAOF Clearing House Notice, in the manner articulated in
                                    Chapter Five above, unless the MAOF Clearing House decides on a
                                    differently, in which case the payment will be made in that manner,
                                    and all as decided by the MAOF Clearing House.

                            3)      if the entire amount demanded by the MAOF Clearing House of
                                    another member, as stipulated in sub-paragraph c.1) above, was not
                                    paid as stipulated in sub-paragraph c.2) above, then the MAOF
                                    Clearing House will be entitled to dispose of the collateral
                                    deposited by the other member in all or any of its margin accounts ,
                                    and solely if the MAOF clearing House does not redeem from the
                                    other member in respect of the obligations of the member in
                                    violation, an amount exceeding the other member’s part in the Risk
                                    Fund;




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The only binding version is the official Hebrew version. (Please see Notes on the Translation and
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                                                         E - 106
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      10.2 Notwithstanding the provisions of section 10.1.2 above and without derogating from the
           obligations of any member towards the MAOF Clearing House under the By-laws, any
           agreement or under any law, if - at the discretion of the MAOF Clearing House - there is
           any apprehension that the disposition of collateral according to the procedure stipulated
           in sub-paragraph 10.1 above is liable to have an adverse affect on the on-going activity
           of the MAOF Clearing House or on the ability of the MAOF Clearing House to service
           its obligations, or is liable to cause a deterioration in the ability of the MAOF Clearing
           House to collect its members’ secured obligations or any part thereof, or is liable to to
           incur damages of any kind on the members or any of them, then the MAOF Clearing
           House shall be entitled to act in one of the following manners:

              a.       to dispose of the collateral assigned to it under these By-laws in a manner
                       different from that stipulated in sub-paragraph 10.1 above, or simultaneously;

              b.       to dispose of all or part of the collateral assigned to it by all or some of the other
                        members, including the disposition of all or some of the cash collateral,
                        assigned to it by all or some of the other members, including by way of
                        withdrawal from the monetary bank accounts, in which some or all of the other
                        members made cash deposits, as applicable, and this even without even
                        delivering the other members a MAOF Clearing House Notice, as specified in
                        sub-paragraph 10.1.2.c.1) above;

              Notification of the disposition of pledged collateral, as stipulated above, will be sent to
              the member in violation and the other members, shortly after its execution.

      10.3 Let it be stated for the sake of clarity that the disposition of collateral, including - but
           without derogating from the generality of the aforesaid - all actions and exercise of
           discretion pertaining to it shall be carried out by the MAOF Clearing House, including
           by persons to whom authority was delegated (hereinafter: authorized persons) as stated
           in paragraph 11 below, all in the amounts, under the terms, in a manner and in the
           order that set by the MAOF Clearing House or by the authorized persons, as applicable,
           at their discretion.

11.   Delegation of authority

      a.     The MAOF Clearing House may (but does not have to) delegate part of its powers
             under this Chapter Eight to any member or to a committee composed, inter alia, of
             representatives of members, of experts, of consultants or of third parties, and it also may
             employ consultants, experts or third parties and authorize them - all at the discretion of
             the MAOF Clearing House - to carry out the acts or any part of them for the
             implementation of its tasks under this Chapter.

      b.     In order to avoid any doubt, it is here stated clearly that the Board of Directors of the
             MAOF Clearing House does not have the right to delegate its power that is specified in
             section 10.1.1 above.




  This English version is an unofficial translation of the official Hebrew version and has no binding force
  The only binding version is the official Hebrew version. (Please see Notes on the Translation and
  Disclaimer)
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12.   Exemption from liability

      Without derogating from the provisions of section 5 in Chapter Seven "B" above, the Board
      of Directors of the MAOF Clearing House, the MAOF Clearing House or any person on its
      behalf (including persons to whom authority was delegated as said in section 11 above) shall
      be exempt of all liability for any act or omission committed by them in good faith as part of
      the performance of their functions under the By-laws or as part of the implementation of the
      fixed charges agreement and the floating charge agreement, including - but without
      derogating from the generality of the aforesaid - any act or omission committed by them in
      the use of the discretion given them by the By-laws or by any of the aforesaid agreements,
      including in connection with the exercise of their powers under section 11 above or in
      connection with the submission of demands for payment, the exercise of margin or abstention
      from exercising them, or in connection with a service or undertaking given by the MAOF
      Clearing House or with the abstention from giving a service or undertaking to any member or
      to any other person.

13.   Temporary Provisions

      13.1 In addition to the that stated in this Chapter and in Chapter Two above, in all cases in
           which cash settlement is not performed by the Bank of Israel, the Clearing House, will
           calculate, on a daily basis, the credits and debits of a member’s account, the payment of
           which was supposed to o have been executed by the Bank of Israel, but as stated, was
           not executed, and this starting from the first day settlement was not executed at the
           Bank of Israel until the day of calculation; the calculation will be conducted by way of
           offsetting the sum total of credit balances against the sum total of debit balances, for the
           purposes of arriving at the daily net cumulative balance to be credited or debited
           (hereafter: “the daily balance”.)

      13.2 Should the daily balance to be debited exceed 10% of a member’s shareholders equity,
           according to the last financial statements filed by it, the Manager of the MAOF Clearing
           House, will instruct the member to deposit at the time set by the Manager of the MAOF
           Clearing House, collateral as specified in Sub-paragraph 7.1.2. above in order to secure
           the member’s cash settlement (hereafter: “additional collateral”).

      13.3 The value of the additional collateral, as specified in paragraph 7 above, will equal the
           difference between the daily balance to be debited and the sum equaling 10% of the
           member’s shareholders equity, according to the financial statements mentioned above.

      13.4 The additional collateral will be deposited in the member’s dedicated primary MAOF
           margin account, as stipulated in paragraph 8 above, within a secondary account opened
           for this purpose.

      13.5 It is hereby stated clearly that the additional collateral will be deposited in addition to
           margin requirements imposed on the member to secure its obligations and its part in the
           Risk Fund, as per these By-laws, and the provisions specified in paragraphs 7-12 of this
           Chapter will apply, with the exclusion of sub-paragraph 8.2.4.




  This English version is an unofficial translation of the official Hebrew version and has no binding force
  The only binding version is the official Hebrew version. (Please see Notes on the Translation and
  Disclaimer)
                                                       E - 108
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    13.6 Should a member fail to deposit the additional collateral as required, by the date set for
         this purpose by the Manager of the MAOF Clearing House, the Director, which is the
         CEO of the Stock Exchange (hereafter in this paragraph, the “Stock Exchange CEO”)
         will order a temporary suspension in the provision of MAOF Clearing House services
         (hereafter: Temporary Suspension). Should the Stock Exchange CEO order a
         Temporary Suspension as stipulated above, he will immediately inform the Chairman of
         the Board of Directors, who will act to convene the Board of Directors at the earliest
         opportunity, to discuss the continuation of the provision of MAOF Clearing House
         services to the member.

           Should the member deposit the required additional collateral during the time the
           Temporary Suspension is imposed, or should the member’s cash settlement be carried
           out by the Bank of Israel, the Stock Exchange CEO will be entitled to order a
           resumption of the provision of clearing services.

    13.7 Nothing in that stated above derogates from any of the member’s obligations to pay the
         MAOF Clearing House the sums owed to it or from any right the MAOF Clearing
         House may have with respect to a member’s default on any obligation toward it, under
         these By-laws or any law.




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The only binding version is the official Hebrew version. (Please see Notes on the Translation and
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                                            CHAPTER NINE: REPORTING

1.        Presentation of documents

          1.1    A member shall present to the MAOF Clearing House samples of the following
                 documents after they were prepared or immediately after any change was made in them:

                 1.1.1 standard contracts with clients;

                 1.1.2 agreements between it and its client for the creation of encumbrances;

                 1.1.3 any other document which the Board of Directors will prescribe.

2.        Reports and documents on the capital and assets of a Non-bank Member

          2.1    A Non-bank Member shall submit to the MAOF Clearing House financial reports and
                 also other reports, as required under section 20 of Part One of the Stock Exchange
                 Rules.

          2.2    Furthermore, a Non-bank Member shall submit to the MAOF Clearing House reports
                 that relate to its assets, including encumbrances on them, in the format and at the times
                 that will be prescribed by the Board of Directors.

3.        At the demand of the Board of Directors, the member shall support the reports and
          information he submits with auditors' or advocates' certifications.

4.        Insurance policy

          A Non-bank Member shall submit to the MAOF Clearing House a copy of every insurance
          policy taken out by it, of every change made in it, of every notice given by it thereunder and
          of every notice from the insurance company in relation to the member's notice or with
          implications for the effect and extent of the insurance - all those immediately after they were
          issued or received, as the case may be.

5.*       Open positions report

          Until 6 AM of every day members shall report to the MAOF Clearing House the open
          positions in options of every client (including nostro), separately for each option held or
          written by the client at the end of the preceding trading day, and the open positions in futures
          of every client (including nostro), separately for each future series, and for TA-25 basket
          index units and Gilboa bond units, which are held in the member's nostro account at the Stock
          Exchange Clearing House, and that in the manner that will be prescribed by the Board of
          Directors, which shall, inter alia, include the following particulars:


*
          See section 8 in Chapter Eight

          5.1    the serial number of the option and of the future, and in respect of the nostro account
                 also the serial numbers of the TA-25 basket index units and Gilboa bond units;


      This English version is an unofficial translation of the official Hebrew version and has no binding force
      The only binding version is the official Hebrew version. (Please see Notes on the Translation and
      Disclaimer)
                                                            E - 110
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         5.2    the number of the client's account;

         5.3    the open position in an option and the open position in a future series;

         5.4    in respect of the nostro account also the number of TA-25 basket index units and the
                number of Gilboa bond units deposited in the account;

         5.5    the type of client - (stating whether the client is nostro or an institutional client, or a
                client that is not nostro and not institutional).

6.       When a client first wishes to carry out a transaction in options or in futures, he shall waive the
         confidentiality of his accounts towards the MAOF Clearing House, as far as that is necessary
         for the fulfillment of the MAOF Clearing House member's obligations toward the MAOF
         Clearing House.

         The provisions of Chapter Six in Part One of the Stock Exchange Rules on supervision and
         control shall apply to the member, mutatis mutandis, and they shall be deemed to be part of
         the member's obligations toward the MAOF Clearing House.




     This English version is an unofficial translation of the official Hebrew version and has no binding force
     The only binding version is the official Hebrew version. (Please see Notes on the Translation and
     Disclaimer)
                                                                   E - 111
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          APPENDIX ONE:

                    SCENARIOS FOR THE CALCULATIONOF MARGIN REQUIREMENTS

          Each of the 44 scenarios shall also include - in addition to what is specified below - the parameter
          of the annual shekel interest rate, and in respect of underlying assets that are currency exchange
          rates each of the 44 scenarios shall also include the parameter on annual foreign currency interest
          rate.

Scenari      index in the scenario             Volatility                  Scenari       index in the scenario               Volatility
 o No.        /currency exchange             in the scenario                o No.         /currency exchange               in the scenario
              rate in the scenario              (standard                                 rate in the scenario                (standard
                                               deviation)                                                                    deviation)
1           S                             annual volatility +                                                           range
                                          volatility scan                 15           S x ( 1 + M x 40% )              annual volatility +
                                          range                                                                         volatility scan
2           S                             annual volatility -                                                           range
                                          volatility scan                 16           S x ( 1 + M x 40% )              annual volatility -
                                          range                                                                         volatility scan
3           S x ( 1 + M x 10% )           annual volatility +                                                           range
                                          volatility scan                 17           S x ( 1 - M x 40% )              annual volatility +
                                          range                                                                         volatility scan
4           S x ( 1 + M x 10% )            annual volatility -                                                          range
                                          volatility scan                 18           S x ( 1 - M x 40% )              annual volatility -
                                          range                                                                         volatility scan
5           S x ( 1 - M x 10% )           annual volatility +                                                           range
                                          volatility scan                 19           S x ( 1 + M x 50% )              annual volatility +
                                          range                                                                         volatility scan
6           S x ( 1 - M x 10% )           annual volatility -                                                           range
                                          volatility scan                 20           S x ( 1 + M x 50% )              annual volatility -
                                          range                                                                         volatility scan
7           S x ( 1 + M x 20% )           annual volatility +                                                           range
                                          volatility scan                 21           S x ( 1 - M x 50% )              annual volatility +
                                          range                                                                         volatility scan
8           S x ( 1 + M x 20% )           annual volatility -                                                           range
                                          volatility scan                 22           S x ( 1 - M x 50% )              annual volatility –
                                          range                                                                         volatility scan
9           S x ( 1 - M x 20% )           annual volatility +                                                           range
                                          volatility scan                 23           S x (1+Mx60%)                    annual volatility +
                                          range
10          S x ( 1 - M x 20% )           annual volatility -                                                           volatility scan
                                          volatility scan
                                          range                           24           S x ( 1 + M x 60% )              annual volatility -
11          S x ( 1 + M x 30% )           annual volatility +                                                           volatility scan
                                          volatility scan                                                               range
                                          range                           25           S x ( 1 - M x 60% )              annual volatility +
12          S x ( 1 + M x 30% )           annual volatility -                                                           volatility scan
                                          volatility scan                                                               range
                                          range                           26           S x ( 1 - M x 60% )              annual volatility -
13          S x ( 1 - M x 30% )           annual volatility +                                                           volatility scan
                                          volatility scan                                                               range
                                          range                           27           S x ( 1 + M x 70% )              annual volatility +
14          S x ( 1 - M x 30% )           annual volatility -                                                           volatility scan
                                          volatility scan                                                               range

            This English version is an unofficial translation of the official Hebrew version and has no binding force
            The only binding version is the official Hebrew version. (Please see Notes on the Translation and
            Disclaimer)
                                                                 E-        112
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Scenari         index in the scenario             Volatility                  Scenari       index in the scenario       Volatility
 o No.           /currency exchange             in the scenario                o No.         /currency exchange       in the scenario
                 rate in the scenario              (standard                                 rate in the scenario        (standard
                                                  deviation)                                                            deviation)
28            S x ( 1 + M x 70% )            annual volatility -                                                    + volatility scan
                                             volatility scan                                                        range
                                             range                           38            S x ( 1 - M x 90% )      annual volatility -
29            S x ( 1 - M x 70% )            annual volatility +                                                    volatility scan
                                             volatility scan
                                                                                                                    range
                                             range
                                                                             39            Sx (1+M)                 annual volatility
30            S x ( 1 - M x 70% )            annual volatility -
                                             volatility scan                                                        + volatility scan
                                             range                                                                  range
31            S x ( 1 + M x 80% )            annual volatility +             40            Sx (1+M)                 annual volatility -
                                             volatility scan                                                        volatility scan
                                             range                                                                  range
32            S x ( 1 + M x 80% )            annual volatility -             41            Sx (1-M)                 annual volatility
                                             volatility scan                                                        + volatility scan
                                             range                                                                  range
33            S x ( 1 - M x 80% )            annual volatility +             42            Sx (1-M)                 annual volatility -
                                             volatility scan
                                                                                                                    volatility scan
                                             range
                                                                                                                    range
34            S x ( 1 - M x 80% )            annual volatility -
                                             volatility scan                 43*           Sx (1+2xM)               double annual
                                             range                                                                  volatility
35            S x ( 1 + M x 90% )            annual volatility +             44*           Sx (1-2xM)               double annual
                                             volatility scan                                                        volatility
                                             range
36            S x ( 1 + M x 90% )            annual volatility -
                                             volatility scan
                                             range
37            S x ( 1 - M x 90% )            annual volatility

       S - the reference index of the basket or the last published currency exchange rate
       M - the Price Scan Range of the closing basket index or the share price or of the last published
            currency exchange rate
       ______________________
       * extreme scenarios




     This English version is an unofficial translation of the official Hebrew version and has no binding force
     The only binding version is the official Hebrew version. (Please see Notes on the Translation and
     Disclaimer)
                                           E - 113
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APPENDIX TWO:

                                                                      Date ________________
To: The MAOF Clearing House, Ltd.

                  Transfer against payment to a Custodian for custody

We, the undersigned, request to transfer between us at the MAOF Clearing House - in
accordance with Chapter Five "A" of the By-laws of the MAOF Clearing House - the
following options and futures:

Transferor Stock Exchange member:
Number _____________ Name ______________________

Recipient Stock Exchange member:
Number _____________ Name ______________________

       Particulars of option/ Future
       Number                      Name              No. of Units      Price (NIS)
1
2
3
4                                                                                       When received
                                                                                        at MAOF
                                                                                        Clearing House:
5
6
7
8                                                                                       Documentation:
9
10
                                   Total

_________________________                                _________________________
Signature and stamp of the                               Signature and stamp of the
transferor Stock Exchange member                         recipient Stock Exchange member
_________________________                                _________________________
Signature and stamp of the                               Signature and stamp of
member who clears for the                                member who clears for the
transferor Stock Exchange member*                        recipient Stock Exchange member*


* needed only if the transferor member or the recipient member is not a member of the MAOF Clearing
  House
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APPENDIX TWO- A:

                                                                                      Date________________

To: The MAOF Clearing House, Ltd.

       APPLICATION TO CORRECT A TRANSER TO CUSTODIAN
 ORDER/APPLICATION TO CORRECT ORDER TO TRANSFER OPTIONS OR
                  FUTURES FREE OF PAYMENT


Requesting Stock Exchange Member ___________________ Member No. _____
Telephone No. for Inquiries ________________
Original Order Execution Date______________


                  Executed                                                  Correction
                   Order                                                    Requested
Reference Derivative Derivative Quantity Price* Derivative                                   Derivative Quantity Price*
          Name       No.                        Name                                         No.




Transferring Stock Exchange Member _____________ Member No.____ Stamp
    _______

Signatory A _______________ Signature ___________Signatory B
     ___________Signature_______

Clearing Member _________ Member No. ______ Member’s Stamp ______

Signatory A _______________ Signature ___________Signatory B
     ___________Signature_______

------------------------------------------------------------------------------------------------------------------
       ---

Receiving Stock Exchange Member _____________ Member No.____ Stamp _______

Signatory A _______________ Signature ___________Signatory B
     ___________Signature_______

Clearing Member _________ Member No. ______ Member’s Stamp ______

Signatory A ______________Signature ____________
Signatory B ______________Signature_____________



* Relevant only for transfers to custodians.

   This English version is an unofficial translation of the official Hebrew version and has no binding force
   The only binding version is the official Hebrew version. (Please see Notes on the Translation and
   Disclaimer)
                                                    E - 115
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APPENDIX TWO- B:

                                                                                        Date_______________

To: The MAOF Clearing House, Ltd.

        APPLICATION TO CANCEL A TRANSER TO CUSTODIAN
  ORDER/APPLICATION TO CANCEL ORDER TO TRANSFER OPTIONS OR
                  FUTURES FREE OF PAYMENT

Requesting Stock Exchange Member ___________________ Member No. _____
Telephone No. for Inquiries ________________
Original Order Execution Date______________

                                                    Requested
                                                   Cancellation
 Reference                  Derivative            Derivative No.               Quantity                 Price*
                              Name




Transferring Stock Exchange Member _____________ Member No.____ Stamp
    _______

Signatory A _______________ Signature ___________Signatory B
     ___________Signature_______

Clearing Member _________ Member No. ______ Member’s Stamp ______

Signatory A _______________ Signature ___________Signatory B
     ___________Signature_______

-------------------------------------------------------------------------------------------------------------
       ----

Receiving Stock Exchange Member _____________ Member No.____ Stamp _______

Signatory A _______________ Signature ___________Signatory B
     ___________Signature_______

Clearing Member _________ Member No. ______ Member’s Stamp ______

Signatory A _________________Signature ___________
Signatory B _________________Signature___________




* Relevant only for transfer to custodian orders


   This English version is an unofficial translation of the official Hebrew version and has no binding force
   The only binding version is the official Hebrew version. (Please see Notes on the Translation and
   Disclaimer)
                                                   E - 116
                                                                                                      141664
                                          APPENDIX TWO – C:
                                                                                  Date-_________________
To: The MAOF Clearing House, Ltd.

      ORDER TO TRANSFER OPTIONS AND FUTURES FREE OF PAYMENT

In accordance with the provisions of Chapter Five B of the MAOF Clearing House By-
laws, we the undersigned request to transfer the following options and futures between us
at the MAOF Clearing House: -

 Transferring Stock Exchange                           Receiving Stock Exchange Member
 Member
 Member No. Member Name                                Member No.           Member Name




        Option/Futures Details
        Number           Name                                 No.
                                                              Units
  1
  2
  3
  4
  5
  6
  7
  8
  9
  10
                                                    Total



signature and stamp of transferring member                                 signature and stamp of
                                                                           receiving
______________________________________signature
and stamp of receiving member’s clearing member signature and stamp of
                                                receiving member’s clearing
                                                member




  This English version is an unofficial translation of the official Hebrew version and has no binding force
  The only binding version is the official Hebrew version. (Please see Notes on the Translation and
  Disclaimer)
                                                      E - 117
                                                                                                         141664
APPENDIX THREE:

To:
The MAOF Clearing House, Ltd.
54 Ahad Ha'am Street
65202 Tel Aviv

                          re: Application for membership in the MAOF Clearing House

1.       We, (applicant's name)________________________ (hereinafter: the company), the
         address of whose Tel Aviv office is _______________________________________
         hereby apply to become a member of the MAOF Clearing House at the Tel Aviv
         Stock Exchange Ltd. (hereinafter: the MAOF Clearing House).
2.       We declare that we have studied the By-laws of the MAOF Clearing House.
3.       We hereby undertake - if we are accepted as members of the MAOF Clearing House
         - to comply with the provisions and conditions in the By-laws of the MAOF Clearing
         House, as they will be from time to time.
4.       Our company's equity is NIS ________________________________.
5.       Our company has ___________ clients with securities portfolios with a monetary
         value at least equal to the amount prescribed in the Guidelines on membership in the
         Stock Exchange. These figures do not include the securities portfolios of our
         company, of interested parties in it, of companies under their control or of companies
         linked to them.
6.       The total amount of the securities portfolios of our clients is NIS _____________;
         this figure do not include the securities portfolios of our company, of interested
         parties in it, of companies under their control or of companies linked to them.
7.       The particulars of the insurance policy, under which our company will be insured,
         are as follows: ______________________
8.       Our company has the means and the professional manpower that enable us to
         function in an orderly manner in the MAOF Clearing House.
9.       We undertake to sign an undertaking toward the MAOF Clearing House and toward
         its members, as will be formulated by the Board of Directors.
10.      We undertake to pay annual membership dues, as will be prescribed from time to
         time by the Board of Directors.
11.      We undertake to deposit margin on every trading day, of kinds and to the value that
         will be prescribed by the MAOF Clearing House.
12.      For Non-bank Members only: Monetary clearing will be carried out for us through
         the ____________________ Bank.


Date: ____________________                           The Company ___________________




     This English version is an unofficial translation of the official Hebrew version and has no binding force
     The only binding version is the official Hebrew version. (Please see Notes on the Translation and
     Disclaimer)
                                                       E - 118
                                                                                                          141664


APPENDIX FOUR:

               Undertaking of a Member to Clear Transactions for a NCHM

To: The MAOF Clearing House

                           re:    Our Undertaking in Respect of the Transactions and
                                  Obligations of the Company / Bank _________

1.*       We are responsible toward you for the clearing of all MAOF transactions and for
          the monetary obligations toward the MAOF Clearing House derived therein , of the
          company / bank ____________________ , (hereafter: the Company) which is a
          member of the Stock Exchange and is not a member of the MAOF Clearing House,
          Ltd..

1.*       We are responsible toward you for the clearing of all MAOF transactions and for
          the monetary obligations toward the MAOF Clearing House that derive therein, of
          the company / bank ____________________, (hereafter: the Company) which is a
          candidate for membership in the Stock Exchange. This obligation will be valid for a
          period of time after the above Company has become a Stock Exchange Member and
          will expire solely in accordance with the provision of paragraph 2 b. below.

2.        Notwithstanding any provision in the MOAF clearing agreement between ourselves
          and the Company -

          a.     this, our undertaking toward you, is not limited to any amount and it covers
                 every debt that stems from MAOF transactions, even if - in consequence
                 thereof - we are debited by an amount that is greater than the amount agreed
                 upon between ourselves and the Company;

          b.     this, our undertaking toward you, is not limited in time and it will expire 15
                 minutes after written notice signed by us is delivered to the CEO of the
                 MAOF Clearing House, and in his absence - to CEO of the Stock Exchange,
                 stating that our undertaking has been terminated. Consequently we shall be
                 liable for clearing all transactions carried out by the NCHM until fifteen
                 minutes after the said written notice was delivered, including any obligation in
                 respect of the said transactions, the payment date of which is later than the
                 expiration date of this undertaking.




* Delete the unnecessary.


      This English version is an unofficial translation of the official Hebrew version and has no binding force
      The only binding version is the official Hebrew version. (Please see Notes on the Translation and
      Disclaimer)
                                                      E - 119
                                                                                                         141664


3.       You are entitled to debit our account at the _____________ Bank, and our signature
         on this letter constitutes an irrevocable power of attorney for you and for the
         _____________ Bank to debit our account in respect of MAOF transactions that will
         be carried out by the Company and in respect of any monetary obligation created as
         said in paragraphs 1 and 2 above.


                                                                      _______________________
                                                                      Signature and stamp of the Maof
                                                                      Clearing House Member


I, the undersigned _______________________________________, Adv., of
__________________________, who serves as the legal adviser of
_______________________ (hereinafter: the member), hereby certify that
___________________ , ID No. _________ , and ___________________ ,
ID No. _________ , signed this agreement in my presence after I identified them, and the
signatures of the aforesaid persons bind the member.

Date: _________________                              Signature: ____________________




     This English version is an unofficial translation of the official Hebrew version and has no binding force
     The only binding version is the official Hebrew version. (Please see Notes on the Translation and
     Disclaimer)
                                                   E - 120
                                                                                                      141664


APPENDIX FIVE:

To: MAOF Clearing House, Ltd.
(hereafter MAOF Clearing House)
Rehov. Ahad Ha'Am 54
Tel Aviv

 Re: Authorization of the MAOF Clearing House With Respect to Cash Settlement
                        on Behalf of a Non-bank Member
                                   Debit Ceiling
Whereas          we, the undersigned, serve as the cash settlement member on behalf of
                 ___________________(hereafter: the Non-bank Member);

and whereas             the Non-bank Member turned to us with a request to provide you with
                        permission to debit our cash account each business day sums which
                        that will be debited the Non-bank Member resulting from the
                        multilateral settlement which occurred on that business day, and this
                        up to the amount specified below, and all as specified below:

You are hereby entitled to debit our account at the Bank of Israel designated for the
execution of cash credits and debits by the MAOF Clearing House (hereafter: the Cash
Account” and our signature on this authorization notice constitutes permission for you and
the Bank of Israel to debit the Cash Account, on each business day, any amount that the
Non-bank Member is debited as a result of the multilateral settlement that took place on
that business day, under the condition that the sum total for which we are debited as
stipulated above, on a given business day does not exceed NIS___________ and in words:
NIS_____________________________.

The above authorization is not limited in time and will be fully valid until the cancellation
of this authorization, as specified in the MAOF Clearing House By-laws and subject to its
provisions.

All the terminology in this authorization will be interpreted according to their meaning in
the MAOF Clearing House By-laws, unless the context dictates otherwise.




Date: ___________                     Stamp and signature of the bank: ______________




  This English version is an unofficial translation of the official Hebrew version and has no binding force
  The only binding version is the official Hebrew version. (Please see Notes on the Translation and
  Disclaimer)
                                                    E - 121
                                                                                                       141664


APPENDIX FIVE- A:

To: The MAOF Clearing House, Ltd.
(hereafter MAOF Clearing House)
Rehov Ahad Ha'Am 54
Tel Aviv

 Re: Authorization of the MAOF Clearing House to Debit Cash Account at the Bank
                                   of Israel

                         Multilateral Settlement Exceeding the Debit Ceiling

Whereas                  we, the undersigned, serve as the cash settlement member on behalf of
                         ___________________(hereafter: the Non-bank Member);

and whereas              as a result of the settlement of a multilateral payment order, it is
                         anticipated that the debit balance of the Non-bank Member will exceed
                         the debit ceiling, as set in the authorization delivered to you by us with
                         respect to the debits of the Non-bank Member;
and whereas               the Non-bank Member turned to us with a request to provide you
                         with permission to debit our cash account an additional amount as
                         specified below:

We hereby affirm that, in addition to the authorization given you to debit our account at the
Bank of Israel the amount of the debit ceiling, you are hereby entitled to debit our account
at the Bank of Israel designated for the execution of cash credits and debits by the MAOF
Clearing House (hereafter: the Cash Account” and our signature on this authorization
notice constitutes permission for you and the Bank of Israel to debit the Cash Account, an
additional amount of NIS___________ and in words:NIS __________________, for the
Non-bank Member’s anticipated debits in settlement window.in the first/second/third* on
______.

All the terminology in this authorization will be interpreted according to their meaning in
the MAOF Clearing House By-laws, unless the context dictates otherwise.




Date                                                  signature and stamp of cash settlement
                                                      member




* Delete the unnecessary.


   This English version is an unofficial translation of the official Hebrew version and has no binding force
   The only binding version is the official Hebrew version. (Please see Notes on the Translation and
   Disclaimer)
                                                      E - 122
                                                                                                         141664


APPENDIX SIX:

To
The MAOF Clearing House Ltd.
54 Ahad Ha'am Street
65202 Tel Aviv

                          re:    Opening an account in the name of the MAOF Clearing House

1.       In accordance with the provisions of the By-laws of the MAOF Clearing House
         (hereinafter: the By-laws), we were requested to open an account with us in the name
         of the MAOF Clearing House Ltd., (hereinafter: MAOF Clearing House) which is
         kept at the _________________ branch, its number being _________________
         (hereinafter: the account).

2.       We hereby certify that, notwithstanding any provision in the documents for the
         opening of an account which are commonly used by us, or in any other document
         that will be signed by the MAOF Clearing House, and notwithstanding the provision
         of any statute, the following conditions shall apply to this account:

         we shall not have the right to use any credit or any asset which is or will be
         deposited in this account, or the consideration for them (each of these hereinafter to
         be known as an "asset deposited in the account") for the payment of any debt
         whatsoever, and - but without derogating from the generality of the aforesaid - we
         shall not have the right to collect any amount or debt of any kind whatsoever out of
         any asset deposited in the account or to set off any asset deposited in the account
         against any amount or debt whatsoever, or to retain any asset deposited in the
         account until any debt whatsoever is paid or for any other reason whatsoever, and we
         hereby waive any right whatsoever, including the right of set off or lien as far as that
         is connected to an asset deposited in the account.


                                                                      Yours truly,


                                                                      ___________________
                                                                      The Bank




     This English version is an unofficial translation of the official Hebrew version and has no binding force
     The only binding version is the official Hebrew version. (Please see Notes on the Translation and
     Disclaimer)
                                                      E - 123
                                                                                                         141664


APPENDIX SEVEN:

                                         Pledge and Secured Note

drawn up and signed in _________ on Day____, Month____ Year ____

                                                   between
                                            ____________________
(hereinafter: the member)

                                                  and
                                         MAOF Clearing House Ltd.

(hereinafter: MAOF Clearing House)

Whereas                   the member is a member of the MAOF Clearing House and carries out
                          derivatives transactions (as defined below) through the MAOF Clearing
                          House and also receives additional services from the MAOF Clearing
                          House, all as specified in the Stock Exchange Rules and the Guidelines
                          under them, and in the By-laws of the MAOF Clearing House, in the
                          profile of derivatives and in the decisions of the Board of Directors of
                          the MAOF Clearing House (all these hereinafter designated as the "legal
                          arrangement");

and whereas               changes were made in the legal arrangement in respect of the margin,
                          which members of the MAOF Clearing House must give to the MAOF
                          Clearing House as guaranty for the fulfillment of their obligations
                          toward it, all as specified in the amended legal arrangement;

and whereas               under the amended legal arrangement all members of the MAOF
                          Clearing House must create fixed charges and also a floating charge
                          (hereinafter: the charges) to the credit of the MAOF Clearing House as
                          guaranty for the fulfillment of their obligations toward it, all as specified
                          in the amended legal arrangement;

and whereas               the parties desire to arrange in this agreement for the creation of the
                          fixed charges, and all that - without derogating from the rights of the
                          MAOF Clearing House under the By-laws or under the provisions of the
                          floating charge agreement, as defined below - as specified below in this
                          agreement and in accordance with its conditions;

therefore                 the member and the MAOF Clearing House agreed and stipulated as
                          follows:

1.       Introduction and interpretation

         1.1    The introduction, the appendices and the attachments to this agreement
                constitute an integral part thereof.


     This English version is an unofficial translation of the official Hebrew version and has no binding force
     The only binding version is the official Hebrew version. (Please see Notes on the Translation and
     Disclaimer)
                                                 E - 124
                                                                                                    141664

    1.2    The division of this agreement into sections and the titles that appear in it are
           there for the sake of convenience only, and they are not to be used for purposes
           of interpretation.

    1.3    In this agreement the terms specified below shall have the meaning stated next
           to them:

           1.3.1 "the Exchange" - the Tel Aviv Stock Exchange Ltd.;

           1.3.2 "secured obligations" - as defined in section 2 below;

           1.3.3 "MAOF margin main account" - account no. ________ at the Stock
                 Exchange Clearing House (including all its subaccounts), in the name of
                 the MAOF Clearing House, which is intended for deposit by the
                 member of securities that will serve as margin to the credit of the
                 MAOF Clearing House, as is required by the legal arrangement;

           1.3.4 "monetary bank account" - account no. ______ (including all its
                 subaccounts) in the name of the MAOF Clearing House at the _______
                 Bank, ______ Branch, which is intended for deposit by the member of
                 cash that will serve as margin to the credit of the MAOF Clearing
                 House, as is required by the legal arrangement;

           1.3.5 "floating charge agreement" - within its meaning in Chapter Eight of the
                 By-laws;

           1.3.6 "the legal arrangement" - the Stock Exchange Rules and the Guidelines
                 under it, the By-laws of the MAOF Clearing House, the profile of
                 derivatives and the decisions of the Board of Directors of the MAOF
                 Clearing House, as formulated from time to time;

           1.3.7 "the pledged assets" - all the assets and rights that are pledged under the
                 provisions of section 4 of this agreement (including all its subsections)
                 and any part thereof, as the context and the case may be;

           1.3.8 "By-laws" - the By-laws of the MAOF Clearing House, within their
                 meaning in the Charter of the MAOF Clearing House, as they will be
                 from time to time;

           1.3.9 "securities" - of all types and kinds whatsoever, including -

                     a.     securities, within their meaning in the Securities Law 5728-1968,
                            including options and futures as defined in the Joint Investment
                            Trusts Law 5754-1994;

                     b.     any security issued by the State;

           1.3.10 "the Stock Exchange Clearing House" - the clearing house of the Tel
                  Aviv Stock Exchange Ltd.;


This English version is an unofficial translation of the official Hebrew version and has no binding force
The only binding version is the official Hebrew version. (Please see Notes on the Translation and
Disclaimer)
                                                      E - 125
                                                                                                         141664


                1.3.11 "the MAOF Clearing House" - the MAOF Clearing House Ltd.;

                1.3.12 derivatives transactions - within their meaning in the By-laws;

                1.3.13 "Risk Fund" - the Risk Fund of the MAOF Clearing House, as specified
                       in Chapter Two of the By-laws;

                1.3.14 "business day" - within its meaning in the By-laws.

2.       The secured obligations

         2.1    This agreement is made as guaranty for the complete and precise fulfillment of
                all obligations of the member toward the MAOF Clearing House - present and
                future, renewable or conditional, in fixed amounts and not in fixed amounts, as
                they will be from time to time, of any type or kind, including - but without
                derogating from the generality of the aforesaid - the obligation to pay all the
                following amounts:

                2.1.1 every amount that stems from any obligation which the member
                      assumed, for itself or for its client of for another Stock Exchange
                      member who is not a MAOF Clearing House member, or for a client of
                      an aforesaid member, or for any other person, including - but without
                      derogating from the generality of the aforesaid - every amount that
                      stems from any obligation of the member in respect of derivatives
                      transactions carried out by it for itself or for its client or in respect of
                      derivatives transactions carried out by another Stock Exchange member
                      who is not a MAOF Clearing House member for itself or for its client,
                      or any amount that stems from the member's undertaking in respect of
                      the member's part of the Risk Fund;

                2.1.2 every amount that stems from any obligation which the MAOF Clearing
                      House assumed for the member under the legal

                          arrangement, including - but without derogating from the generality of
                          the aforesaid - any obligation in connection with the performance of
                          derivatives transactions by the member for itself or for its client or for
                          some other person, or in connection with the performance of
                          transactions for which the member is liable under the legal arrangement,
                          by another Stock Exchange member who is not a MAOF Clearing
                          House member for itself or for its client;

                2.1.3 every amount that stems from the MAOF Clearing House or someone
                      on its behalf changing or closing the member's open positions, including
                      - but without derogating from the generality of the aforesaid - any
                      amount that stems from a sale or transfer of options or futures out of the
                      member's account or from their purchase for the member's account;




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                          for this purpose, "the member's open positions" include the open
                          positions of its clients, including a Stock Exchange member and that
                          member's clients, for whose transactions the member is liable under
                          the legal arrangement;

                          "the member's account" means the members account for itself (nostro)
                          and also the member's account for its clients, including another Stock
                          Exchange member and that member's clients, for whose transactions the
                          member is responsible under the legal arrangement;

                2.1.4 any amount, including interest, linkage differentials, fees or costs,
                      which the member must bear under the legal arrangement or under the
                      provisions of this agreement or under any statute;

                (all the above obligations shall hereinafter be called the "secured obligations").

         2.2    The secured obligations are not limited in amount.

3.       The member's undertaking to meet the secured obligations

         The member hereby assumes the obligation toward the MAOF Clearing House to
         meet all the secured obligations, at the times set therefor in the legal arrangement,
         and if no aforesaid time has been set, then within one business day after the date of a
         demand by the MAOF Clearing House, or at the time set in the said demand,
         whichever is the earliest.

         4.     Fixed charges of the first degree

         As guaranty for the full and precise fulfillment of all the secured obligations and of
         every part thereof, the member hereby pledges and charges all the assets and rights
         specified below for the benefit of the MAOF Clearing House with a fixed charge of
         the first degree and by an endorsement by way of an encumbrance, without any limit
         on the amount:

         4.1    all rights of any type or kind in the MAOF margin main account, including -
                but without derogating from the generality of the aforesaid - all the securities
                that are deposited or registered to the credit of the MAOF margin main account
                or which will from time to time be deposited or registered to the credit of the
                said account, and all their fruit and / or any rights derived from or connected to
                them, including the monetary consideration for the sale or exercise of the said
                securities;

         4.2    all rights of any type or kind in the monetary bank account, including - but
                without derogating from the generality of the aforesaid - all the rights to
                receive money deposited or registered to the credit of the monetary bank
                account or which will from time to time be deposited or registered to the credit
                of the said account, their fruit and any right derived from or connected to it.




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5.       Permanent and renewing encumbrances

         5.1    Each of the encumbrances under this agreement shall be of a permanent and
                renewing nature, and it shall be in full effect until the date on which the MAOF
                Clearing House gives written certification of its cancellation.

         5.2    Without derogating from the generality of the aforesaid, the effect of each of
                the encumbrances under this agreement shall not be adversely affected, even if
                - during a certain period of time - the member has no obligations whatsoever
                toward the MAOF Clearing House, or even if changes are made in this
                agreement or in the legal arrangement or in the services provided to the
                member by the MAOF Clearing House.

         5.3    It is hereby agreed that the MAOF Clearing House shall have the right -
                without the member's consent - to reduce, increase, change or renew any
                service or undertaking to be given by it to any other person, including another
                member of the MAOF Clearing House, without derogating from or adversely
                affecting the validity of any of the encumbrances under this agreement, or of
                the member's obligations towards it, including obligations he assumed for
                others.

6.       Member's declaration and undertakings

         6.1    The member hereby declares as follows:

                6.1.1 there is nothing under any statute, agreement or undertaking, that
                      prevents, restricts or makes conditional the member's undertaking in this
                      agreement;
                6.1.2 there is nothing under any statute, agreement or undertaking, that
                      applies to the transfer of ownership in the charged assets, or to charging
                      or pledging them;
                6.1.3 the pledged assets are free and shall at all times be free of any
                      encumbrance, attachment or other third party right whatsoever.

         6.2    The member hereby assumes obligations, as follows:

                6.2.1 to meet all his obligations toward the MAOF Clearing House under the
                      legal arrangement, under any statute and under this agreement;

                6.2.2 not to take any action in connection with the pledged assets, which does
                      or is liable to have any adverse effect on any right of the MAOF
                      Clearing House under this agreement, or on the ability of the MAOF
                      Clearing House to exercise its rights or any part thereof;

                6.2.3 to inform the MAOF Clearing House immediately of any instance in
                      which the pledged assets or any part thereof was attached, to inform
                      whoever made the attachment immediately of the pledges in favor of the
                      MAOF Clearing House and to take all necessary steps - at the member's
                      expense, immediately and without delay - to remove the attachment;


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                6.2.4 to pay all the taxes and obligatory payments that apply to the pledged
                      assets or in connection with them, to deliver to the MAOF Clearing
                      House, at its demand, proof that those payments have been made as
                      required by any statute; it is hereby agreed that, if the member does not
                      make those payments or any part thereof on time, then the MAOF
                      Clearing House shall have the right (but not the obligation) to pay them
                      at the member's expense, and any amount so paid shall be debited to the
                      member on the books of the MAOF Clearing House and shall, for all
                      intents and purposes, be deemed one of the secured obligations.

         6.3    The member's obligations in respect of the pledged assets

                The member's own means shall be pledged assets, and they shall at all times be
                free of any encumbrance, attachment or other third party right whatsoever.

                Without derogating from the aforesaid in this agreement, the member hereby
                assumes the following obligations:

                6.3.1 not to charge and not to pledge in any manner whatsoever - including by
                      way of endorsement by way of an encumbrance - the assets that are
                      pledged by way of a fixed charge of the first degree, as said in section 4
                      of this agreement, or any part thereof or any right to them, and that with
                      rights that come before, are equal to or come after the rights of the
                      MAOF Clearing House under this agreement, without having obtained
                      the advance written consent of the MAOF Clearing House thereto;

                6.3.2 without derogating from the generality of the aforesaid in section 6.3.1
                      above, not to create any floating charge whatsoever on its assets or
                      rights or any part thereof in favor of any third party, unless the
                      document that creates the encumbrance explicitly states that they do not
                      apply to the assets pledged by a fixed first degree charge, as said in
                      section 4 of this agreement or to any part thereof or to any right to them,
                      without having obtained the advance written consent of the MAOF
                      Clearing House thereto;

                6.3.3 not to sell, not to transfer and not to endorse any assets pledged by way
                      of a fixed charge of the first degree, as said in section 4 of this
                      agreement, or any part thereof or any right to them, not to carry out any
                      transaction with them (including, but not only a lending transaction) and
                      not to give any third party any right to them, and also not to allow any
                      third party to perform any of the aforesaid acts, without having obtained
                      the advance written consent of the MAOF Clearing House thereto.

7.       Exercising the pledged assets

         Whereas the parties are aware of the large risk involved in derivatives transactions,
         which are subject to large and rapid fluctuations, and they deem it very important
         that the MAOF Clearing House meet all its obligations on time,




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    and whereas according with the aforesaid it is in the parties' interest to enable the
    MAOF Clearing House to act quickly and efficiently for the exercise of the pledged
    assets or of any part thereof, it is hereby agreed:

    7.1    The MAOF Clearing House shall be entitled to exercise the pledged assets or
           part of them, when one or more of the following events occurs;

           and these are the events:

           a.        if the member does not fulfill his obligation toward the MAOF Clearing
                     House to provide additional margin, as required under the By-laws;

           b.        if the member does not pay the MAOF Clearing House any amount due
                     from him at the time set for its payment, including - but without
                     derogating from the generality of the aforesaid - any amount made
                     payable immediately or any debit that stems from changing or closing
                     the member's open positions, within their meaning in Chapter Seven
                     "B" of the By-laws, or if the member violates any obligation whatsoever
                     toward the MAOF Clearing House under the By-laws, under this
                     agreement or under any statute, including an obligation that is not
                     monetary;

           c.        if, in the opinion of the MAOF Clearing House, there is a suspicion that
                     the member is liable not to fulfill his obligations or any part thereof, or
                     if he is liable not to pay his debts or any part of them;

           d.        if the member's membership in the MAOF Clearing House was
                     interrupted, suspended or canceled, or if it is decided to interrupt
                     temporarily the provision of clearing services for the member, or if there
                     are any grounds, in consequence whereof it is possible to interrupt,
                     suspend or cancel his membership as aforesaid, or to interrupt
                     temporarily the provision of clearing services for the member;

           e.        if a license needed by the member for the conduct of his business or of
                     part thereof is suspended or canceled;

           f.        if an Administrator or a Special Supervisor is appointed for the member,
                     or if the Supervisor of Banks takes any other steps whatsoever against
                     the member under section 8C or 8D of the Banking Ordinance 1941 or
                     under any other statute that replaces them;

           g.        if an application for winding up or for the appointment of a temporary
                     preliquidator, temporary liquidator, receiver or temporary receiver is
                     submitted against the member, or if an application is brought against the
                     member to initiate rehabilitation proceedings or to stop proceedings, or
                     if the member decides on its voluntary liquidation;

           h.        if the member's business is closed or substantively reduced, or if the
                     member's activity in his business or in a substantive part thereof is
                     stopped or if the member sells a substantive part of its property;

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           i.        if the member assigns any collateral whatsoever to any creditor
                     whatsoever without the consent of the MAOF Clearing House, in
                     violation of its undertakings under this agreement or in violation of
                     some other undertaking of the member toward the MAOF Clearing
                     House;

           j.        if it is demanded that the member make early repayment of any debt to
                     another creditor;

           k.        if an attachment is placed on the pledged assets or on part thereof, or on
                     one of the member's substantive assets, or if a receiver is appointed in
                     order to exercise any part thereof, or if any execution procedure is
                     carried out in connection with any of the aforesaid assets;

           l.        if it turns out that any declaration by the member is not correct, and - at
                     the discretion of the MAOF Clearing House - that is liable to endanger
                     the member's ability to meet all of its obligations toward the MAOF
                     Clearing House;

           m.        if there is a change in the control of the member in violation of the By-
                     laws, or if one or more of the events described in section 7.1 above
                     occurs in respect of a manager, business manager, management
                     committee member or partner of the member;

           n.        if an event occurs which in essence is similar to one of the events said in
                     this section 7.1 above.

    7.2    Subject to the provisions of this agreement and to the provisions of any statute,
           the MAOF Clearing House shall exercise the pledged assets after it has given
           the member notice two business days in advance; notwithstanding the aforesaid
           the MAOF Clearing House shall have the right to exercise the pledged assets
           without advance notice, if it found that - if it does give such a notice - a
           substantive deterioration is liable to occur in its ability to collect the secured
           debts in full, or that there are other circumstances that require - in the opinion
           of the MAOF Clearing House - that the obligation be paid or reduced, all at the
           discretion of the MAOF Clearing House.

    7.3    In every instance, in which the MAOF Clearing House is entitled to exercise
           the pledged assets, the MAOF Clearing House shall have the right - subject to
           any statute - to take every step it deems appropriate in order to collect the
           secured obligations or any part thereof and to realize its rights under this
           agreement in the fastest and most efficient manner, including (but without
           being obligated to do so} one or more of the following ways:

           7.3.1 to exercise the pledged assets under this agreement, in whole or in part;




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                7.3.2 to exercise the pledged assets as the member could have exercised them,
                      and that even if the time for fulfilling the secured obligations has not yet
                      arrived, including - but without derogating from the generality of the
                      aforesaid - to sell the pledged assets or any part thereof, either by itself
                      (without having obtained a Court order or an order from the Chief
                      Execution Officer) or through others, either by a sale on the Stock
                      Exchange, by an off-Exchange sale or by their sale through some other
                      reasonable commercial channel, and to receive the consideration for
                      them either in cash or in payments or in some other manner, and all for
                      a price and on conditions found reasonable at the discretion of the
                      MAOF Clearing House.

                7.3.3 to exercise the pledged assets or any other margin under a Court order
                      or under an order from the Chief Execution Officer, including by way of
                      appointing a receiver or a trustee who - inter alia - will be entitled to
                      take possession of all the pledged assets or of any part thereof, to
                      manage them, to sell them, transfer them or make any other
                      arrangement in relation to them, as he may deem appropriate.

         7.4    Without derogating from the generality of the aforesaid, the MAOF Clearing
                House shall have the right - at its discretion - to exchange release, exercise or
                refrain from exercising any pledge or margin, and also to reach a compromise,
                grant an extension or waiver, exempt or make an arrangement with any
                member or with any other person, and that without derogating from the
                member's obligations towards it and without affecting or reducing them; in
                order to remove any doubt, let it be stated clearly that the MAOF Clearing
                House shall have the right to make use of its rights under this section without
                the member's consent.

8.       Independence

         8.1    Each of the encumbrances created under this agreement is independent of and
                separate from every other encumbrance created under this agreement, or from
                every other margin or guaranty which was or will be given to the credit of the
                MAOF Clearing House to secure all or some of the secured obligations.

         8.2    It is hereby explicitly agreed that the MAOF Clearing House will be entitled -
                at its discretion and without obtaining the member's consent - to decide to
                exercise any encumbrance, pledge or margin given to it under this agreement
                or any part thereof, to decide not to exercise them, on the order of exercising
                them, or to exercise any other margin or part thereof, all as the MAOF Clearing
                House shall decide at its discretion.

         8.3    Any waiver by the MAOF Clearing House toward any other member of the
                MAOF Clearing House or any waiver by it in connection with any margin
                whatsoever shall not in any way whatsoever affect the member's obligations
                under this agreement or the right of the MAOF Clearing House to exercise the
                pledged assets or any part thereof at its discretion.


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         8.4    Each of the encumbrances that are the subjects of this agreement shall remain
                fully valid, even if the MAOF Clearing House does not receive any other
                encumbrance under this agreement or any other margin whatsoever, or even if
                it turns out that any encumbrances or margin whatsoever, which the MAOF
                Clearing House received, are worthless or not in effect, and even if it turns out
                that the MAOF Clearing House caused them to expire.

9.       Right of lien and right to set off

         Without derogating from the provisions of this agreement -

         9.1    As long as the member has any obligation toward the MAOF Clearing House,
                including - but without derogating from the generality of the aforesaid - a
                conditional obligation, an obligation that is not certain or an obligation the due
                date of which has not yet arrived, then the MAOF Clearing House shall have
                the right to retain any asset or right due to the member from it, including – but
                without derogating from the generality of the aforesaid - the assets pledged as
                said in section 4 above; furthermore, the MAOF Clearing House shall be
                entitled to exercise by itself (without having obtained a Court order or an order
                from the Chief Execution Officer) or in any other manner to be prescribed by it
                the assets retained by it as aforesaid, to sell them and to use the consideration
                for them to pay any debt or to satisfy any obligation or part thereof.

         9.2    Furthermore, and without derogating from the aforesaid right of lien, the
                MAOF Clearing House shall be entitled to set off any of the member's
                obligations to it, of any kind whatsoever, against any obligation of any kind
                whatsoever of the MAOF Clearing House toward the member, including - but
                without derogating from the generality of the aforesaid - against any amounts
                of any kind whatsoever that will be due to the member from the MAOF
                Clearing House in any way whatsoever, on any grounds whatsoever, as part of
                any transaction whatsoever or according to any account whatsoever, or against
                the pledged assets, the consideration for them, or amounts received from
                exercising them or any part thereof.

         9.3    The set-off shall be deemed to have been carried out if the member does not
                pay the MAOF Clearing House any amount due from him on the date set for its
                payment, also when one or several of the events occur that entitle the MAOF
                Clearing House to demand immediate repayment of any debt, and that without
                any need to notify the member, and even if the set-off has not yet been carried
                out on the books of the MAOF Clearing House.

         9.4    The provisions of this agreement, including the provisions of sections 9.1 to
                9.3 above, shall not derogate from or affect the right of lien and the right to set
                off of the MAOF Clearing House under the legal arrangement or under any
                statute.

         9.5    The aforesaid provisions of this section shall not derogate from any right or
                any remedy available to the MAOF Clearing House under this agreement,
                under the legal arrangement or under any statute.

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10.   Costs

      The member shall bear the cost of stamping this agreement and also every expense,
      payment or fee connected to or involved in charging the pledged assets or in
      exercising them.

11.   Account books of the MAOF Clearing House

      The member hereby declares that he accepts the books and accounts of the MAOF
      Clearing House, as well as the books and accounts of the Stock Exchange Clearing
      House, and that they shall be deemed a priori evidence of anything connected to this
      agreement, including all matters connected to all particulars of the secured
      obligations, or to all particulars of the pledged assets.

12.   Registration of encumbrances

      The member hereby agrees that the encumbrances created under this agreement be
      registered at any statutorily qualified Registration Office, and in connection
      therewith the member undertakes to sign any notice, affidavit or other document, as
      the MAOF Clearing House will require for the performance of the said registration.

13.   Transfer, endorsement and encumbrance

      The member's obligations and rights under this agreement - or every part of them -
      cannot be transferred, endorsed or charged in any manner whatsoever.

14.   Waiver and compromise

      Any waiver, extension, reduction, silence or abstention from action on the part of the
      MAOF Clearing House, in connection with the member's failure to fulfill any
      obligation or part of any obligation, shall not be deemed to be a waiver on the part of
      the MAOF Clearing House, of any right of the MAOF Clearing House vis-a-vis the
      member, or of any part thereof.

15.   Saving of rights

      The provisions of this agreement shall not derogate or affect adversely any right
      whatsoever of the MAOF Clearing House under the floating charge agreement, under
      any other agreement, under the legal arrangement or under any statute.

16.   Jurisdiction

      Only the Courts and the Execution Office in Tel Aviv-Yaffo, and they alone shall
      have jurisdiction over any matter that is connected to or derives from this agreement.

17.   General undertaking to perform acts and to sign documents

      The parties hereby undertake to perform all the acts and to sign all the documents,
      certifications, forms and declarations, which will be necessary and useful for the
      implementation of the provisions of this agreement.

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18.      Notices

         18.1 All notices that need to be given under the provisions of this agreement shall be
              in writing and shall be sent to the parties' addresses, as specified in the
              introduction to this agreement.

         18.2 Every notice shall be sent by messenger, registered mail, facsimile or other
              electronic means; a notice sent by registered mail shall be deemed to have been
              received three (3) days after the date of its despatch, while a notice sent by
              messenger or a notice sent by facsimile or other electronic means, receipt of
              which was acknowledged by telephone, shall be deemed to have been received
              one business day after its despatch.

In witness whereof the parties affixed their signatures


_______________________                                               __________________________
The MAOF Clearing House                                                             The member




I, the undersigned                   , Adv., of ____________________ , who serves as
the legal adviser of _______________________ (hereinafter: the member), hereby certify
as follows:

a.       the member has adopted all the decisions and obtained the statutorily required
         certifications in order to contract this agreement;
b.       ___________________ , ID No. _________ , and ___________________ , ID No.
         _________ , signed this agreement in my presence after I identified them, and the
         signatures of the aforesaid persons bind the member.

Date: _________________                              Signature: ____________________




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APPENDIX EIGHT:

                             Pledge Agreement and Secured Debenture

drawn up and signed in _________ on _____________, 200__

                                                   between
                                            ____________________
(hereinafter: the member)

                                                  and
                                         MAOF Clearing House Ltd.

(hereinafter: MAOF Clearing House)

Whereas                   the member is a member of the MAOF Clearing House and carries out
                          derivatives transactions (as defined below) through the MAOF Clearing
                          House and also receives additional services from the MAOF Clearing
                          House, all as specified in the Stock Exchange Rules and the Guidelines
                          under them, and in the By-laws of the MAOF Clearing House, in the
                          profile of derivatives and in the decisions of the Board of Directors of
                          the MAOF Clearing House (all these hereinafter designated as the "legal
                          arrangement");

and whereas               as part of an amendment of the legal arrangement changes were made in
                          the matter of the margin, which members of the MAOF Clearing House
                          must give to the MAOF Clearing House as guaranty for the fulfillment
                          of their obligations toward it, all as specified in the legal arrangement,
                          as amended;

and whereas               under the legal arrangement, as amended, all members of the MAOF
                          Clearing House must create fixed charges and also a floating charge
                          (hereinafter: "the charges") to the credit of the MAOF Clearing House
                          as guaranty for the fulfillment of their obligations toward it, all as
                          specified in the amended legal arrangement;

and whereas               the parties desire to arrange in this agreement for the creation of the
                          floating charge, and that without derogating from the rights of the
                          MAOF Clearing House under the By-laws or under the provisions of the
                          fixed charges agreement, as defined below, all as specified below in this
                          agreement and in accordance with its conditions;

therefore                 the member and the MAOF Clearing House agreed and stipulated as
                          follows:

1.       Introduction and interpretation

         1.1    The introduction, the appendices and the attachments to this agreement
                constitute an integral part thereof.

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    1.2    The division of this agreement into sections and the titles that appear in it are
           there for the sake of convenience only, and they are not to be used for purposes
           of interpretation.

    1.3    In this agreement the terms specified below shall have the meaning stated next
           to them:

           1.3.1 "the Stock Exchange" - the Tel Aviv Stock Exchange Ltd.;

           1.3.2 "secured obligations" - as defined in section 2 below;

           1.3.3 "MAOF margin main account" - account no. ________ at the Stock
                 Exchange Clearing House (including all its subaccounts), in the name of
                 the MAOF Clearing House, which is intended for deposit by the
                 member of securities that will serve as margin to the credit of the
                 MAOF Clearing House, as is required under the legal arrangement;

           1.3.4 "monetary bank account" - account no. ______ (including all its
                 subaccounts) in the name of the MAOF Clearing House at the _______
                 Bank, ______ Branch, which is intended for deposit by the member of
                 cash that will serve as margin to the credit of the MAOF Clearing
                 House, as is required under the legal arrangement;

           1.3.5 "additional account of MAOF Clearing House margin" - account no.
                 ________ at the Stock Exchange Clearing House (including all its
                 subaccounts), in the name of the member, which is intended for deposit
                 by the member of securities that will serve as additional margin to the
                 credit of the MAOF Clearing House (other than the margin that will be
                 deposited in the MAOF margin main account and in the monetary bank
                 account), as required by the legal arrangement;

           1.3.6 "fixed charges agreement" - within its meaning in Section 9 of Chapter
                 Eight of the By-laws;

           1.3.7 "the legal arrangement" - the Stock Exchange Rules and the Guidelines
                 under it, the By-laws of the MAOF Clearing House, the profile of
                 derivatives and the decisions of the Board of Directors of the MAOF
                 Clearing House, as formulated from time to time;

           1.3.8 "the charged assets" - all the assets and rights that are charged under the
                 provisions of section 4 of this agreement (including all its subsections)
                 or any part thereof, as the context and the case may be;

           1.3.9 "By-laws" - the By-laws of the MAOF Clearing House, within their
                 meaning in the Charter of the MAOF Clearing House, as they will be
                 from time to time;




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                1.3.10 "subaccount - nostro stock active on the Stock Exchange Clearing
                       House" - account no. _________ (and all its subaccounts) at the Stock
                       Exchange Clearing House in the member's name, intended for deposit of
                       the member's securities (for itself) at the Stock Exchange Clearing
                       House for purposes of its nostro activity;

                1.3.11 "subaccounts - stock for clients" - account no. _________ and also
                       account no. ________(and all the subaccounts of each of these
                       accounts) at the Stock Exchange Clearing House in the member's name,
                       intended for the deposit of securities held by the member for its clients.

                1.3.12 "securities" of all types and kinds whatsoever, including -

                          a.     securities, within their meaning in the Securities Law 5728-1968,
                                 including options and futures as defined in the Joint Investment
                                 Trusts Law 5754-1994;

                          b.     any security issued by the State;

                1.3.13 "the Stock Exchange Clearing House" - the Clearing House of the Tel
                       Aviv Stock Exchange Ltd.;

                1.3.14 "the MAOF Clearing House" - the MAOF Clearing House Ltd.;

                1.3.15 "derivatives transactions" - within their meaning in the By-laws;

                1.3.16 "Risk Fund" - the Risk Fund of the MAOF Clearing House, as specified
                       in Chapter Two of the By-laws;

                1.3.17 "business day" - within its meaning in the By-laws.

2.       The secured obligations

         2.1    This agreement is made as guaranty for the complete and precise fulfillment of
                all obligations of the member toward the MAOF Clearing House - present and
                future, renewable or conditional, in fixed amounts and not in fixed amounts, as
                they will be from time to time, of any type or kind, including - but without
                derogating from the generality of the aforesaid - the obligations to pay all the
                following amounts:

                2.1.1 every amount that stems from any obligation the member assumed for
                      itself, for its client, for another Stock Exchange member who is not a
                      MAOF Clearing House member, for a client of an aforesaid member, or
                      for any other person, including - but without derogating from the
                      generality of the aforesaid - every amount that stems from any
                      obligation of the member in respect of derivatives transactions carried
                      out by it for itself or for its client or in respect of derivatives
                      transactions carried out by another Stock Exchange member who is not
                      a MAOF Clearing House member for itself or for its client, or any
                      amount that stems from the member's undertaking in respect of the
                      member's part of the Risk Fund;

     This English version is an unofficial translation of the official Hebrew version and has no binding force
     The only binding version is the official Hebrew version. (Please see Notes on the Translation and
     Disclaimer)
                                                      E - 138
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                2.1.2 every amount that stems from any obligation, which the MAOF
                      Clearing House assumed for the member according to the legal
                      arrangement, including - but without derogating from the generality of
                      the aforesaid - any obligation in connection with the performance of
                      derivatives transactions by the member for itself, for its client or for
                      some other person, or in connection with the performance of
                      transactions - for which the member is liableaccording to the legal
                      arrangement - by another Stock Exchange member who is not a MAOF
                      Clearing House member for itself or for its client;

                2.1.3 every amount that stems from the MAOF Clearing House or someone
                      on its behalf changing or closing the member's open positions, including
                      - but without derogating from the generality of the aforesaid - any
                      amount that stems from a sale or transfer of options or futures out of the
                      member's account or from the purchase of options or futures for the
                      member's account;

                          for this purpose, "the member's open positions" includes open positions
                          of its clients, including a Stock Exchange member and that member's
                          clients, for whose transactions the member is under the legal
                          arrangement;

                          "the member's account" means the member's account for itself (nostro)
                          and also the member's account for its clients, including another Stock
                          Exchange member and that member's clients, for whose transactions the
                          member is liable under the legal arrangement;

                2.1.4 any amount, including interest, linkage differentials, fees or costs,
                      which the member must bear according to the legal arrangement or
                      under the provisions of this agreement or under any statute;

                (all the above obligations shall hereinafter be called the "secured obligations").

         2.2    The secured obligations are not limited in amount.

3.       The member's undertaking to meet the secured obligations

         The member hereby assumes the obligation toward the MAOF Clearing House to
         meet all the secured obligations, at the times set therefor in the legal arrangement,
         and if no aforesaid time has been set, then within one business day after the date of a
         demand by the MAOF Clearing House, or at the time set in the said demand,
         whichever is the earliest.

4.       Floating charge of the first degree

         As guaranty for the full an precise compliance with all the secured obligations and
         with every part thereof, the member hereby pledges and charges for the benefit of the
         MAOF Clearing House by a floating charge of the first degree and by endorsement
         by way of an encumbrance, without any limit on the amount, all the assets and rights
         specified below:

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     The only binding version is the official Hebrew version. (Please see Notes on the Translation and
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                                                      E - 139
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       4.1      4.1.1 all the securities that are deposited or registered, or which will from
                      time to time be deposited or registered to the credit of the member with
                      the Stock Exchange Clearing House, including all the securities that are
                      deposited or registered, or which will from time to time be deposited or
                      registered to the credit of the MAOF margin main account and to the
                      credit of the additional account of MAOF Clearing House margin, and
                      all their fruit and / or any rights derived from or connected to them,
                      including the monetary consideration from the sale or exercise of the
                      said securities, but exclusive of securities that are deposited or
                      registered or will be deposited or registered to the member's credit in a
                      subsidiary account - active nostro stock at the Stock

                          Exchange Clearing House, and exclusive of securities that are deposited
                          or registered or will, from time to time, be deposited or registered to the
                          member's credit in subaccounts - stock for clients;

                4.1.2 all rights of any type or kind in the monetary bank account, including -
                      but without derogating from the generality of the aforesaid - all the
                      rights to receive the money deposited or registered to the credit of the
                      monetary bank account or which will from time to time be deposited or
                      registered to the credit of the said account, and all their fruit and every
                      right derived from or connected to it.

         4.2    In order to remove any doubt, it is hereby explicitly stated -

                4.2.1 that the floating charge of the first degree said in section 4.1 above is
                      given in addition to the fixed charges of the first degree, which were
                      given to the credit of the MAOF Clearing House under the fixed charges
                      agreement, and that it does not derogate therefrom;

                4.2.2 that the floating charge of the first degree said in section 4.1 above shall
                      not apply to the following securities:

                          a.     securities that are deposited or registered or will be deposited or
                                 registered to the member's credit in a subsidiary account - active
                                 nostro stock at the Stock Exchange Clearing House, and also not
                                 to -

                          b.     securities that are deposited or registered or will be deposited or
                                 registered to the member's credit in subsidiary accounts - stock for
                                 members.

5.       Permanent and renewing encumbrance

         5.1    The encumbrance under this agreement shall be of a permanent and renewing
                nature, and it shall be in full effect until the date on which the MAOF Clearing
                House gives written certification of its cancellation.




     This English version is an unofficial translation of the official Hebrew version and has no binding force
     The only binding version is the official Hebrew version. (Please see Notes on the Translation and
     Disclaimer)
                                                      E - 140
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         5.2    Without derogating from the aforesaid, the effect of the encumbrance under
                this agreement shall not be adversely affected, even if - during a certain period
                of time - the member has no obligations whatsoever toward the MAOF
                Clearing House, or even if changes are made in this agreement, in the fixed
                charges agreement, in the legal arrangement or in the services provided to the
                member by the MAOF Clearing House.

         5.3    It is hereby agreed that the MAOF Clearing House shall have the right -
                without the member's consent - to reduce, increase, change or resume any
                service or undertaking, which it will give to any other person, including
                another member of the MAOF Clearing House, without derogating from or
                adversely affecting the validity of the encumbrance under this agreement, or of
                the member's obligations towards it, including obligations it assumed for
                others.

6.       Member's declarations and undertakings

         6.1    The member hereby declares as follows:

                6.1.1 there is nothing under any statute, agreement or undertaking, that can
                      prevent, restrict or make conditional the member's undertaking in this
                      agreement;

                6.1.2 there is nothing under any statute, agreement or undertaking, that
                      applies to the transfer of ownership in the charged assets, or to charging
                      or pledging them;

                6.1.3 the pledged assets are free and shall at all times be free of any
                      encumbrance, attachment, or other third party right of any kind.

         6.2    The member hereby assumes obligations, as follows:

                6.2.1 to meet all his obligations toward the MAOF Clearing House under the
                      legal arrangement, under every statute and under this agreement;

                6.2.2 not to take any action in connection with the pledged assets, which does
                      or is liable to have any adverse effect on any right of the MAOF
                      Clearing House under this agreement, or on the ability of the MAOF
                      Clearing House to exercise its rights or any part thereof;

                6.2.3 to inform the MAOF Clearing House immediately of any instance in
                      which the pledged assets or any part thereof was attached, to inform the
                      person who made the attachment immediately of the pledges in favor of
                      the MAOF Clearing House and to take all necessary steps - at the
                      member's expense, immediately and without delay - for removal of the
                      attachment;




     This English version is an unofficial translation of the official Hebrew version and has no binding force
     The only binding version is the official Hebrew version. (Please see Notes on the Translation and
     Disclaimer)
                                                 E - 141
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           6.2.4 to pay all the taxes and obligatory payments that apply to the pledged
                 assets or in connection with them, and to deliver to the MAOF
                 Clearing House, at its demand, proof that those payments have been
                 made as required under any statute; it is hereby agreed that, if the
                 member does not make those payments or any part thereof on time, then
                 the MAOF Clearing House shall have the right (but not the obligation)
                 to pay them at the member's expense, and any amount so paid shall be
                 debited to the member on the books of the MAOF Clearing House and
                 shall, for all intents and purposes, be deemed part of the secured
                 obligations.

    6.3    The member's obligations in respect of the pledged assets

           The member's own means shall be pledged assets, and they shall at all times be
           free of any encumbrance, attachment, lien or other third party right of any kind.

           Without derogating from the aforesaid in this agreement, the member hereby
           assumes the following obligations:

           6.3.1 a.         not to charge and not to pledge in any manner whatsoever -
                            including by way of endorsement by way of an encumbrance - the
                            assets pledged by way of a floating charge of the first degree, as
                            said in section 4 above, or any part thereof or any right, without
                            having obtained advance written consent thereto from the MAOF
                            Clearing House;

                     b.     without derogating from the provisions of section 6.3.3 below and
                            subject to it, not to perform any transaction with the charged
                            assets (including, but not only a lending transaction) and not to
                            give any right in them to any third party whatsoever, and also not
                            to allow any third party to perform any of the aforesaid acts
                            without having obtained advance written consent thereto from the
                            MAOF Clearing House;

           6.3.2 without derogating from the generality of the aforesaid, not to create
                 any floating charge whatsoever on its assets or its rights or on any part
                 thereof in favor of any third party, unless the document that creates the
                 encumbrance explicitly states that they do not apply to the assets
                 pledged by a floating first degree charge, as said in section 4 of this
                 agreement, to any part thereof or to any right to them, without having
                 obtained the advance written consent thereto from the MAOF Clearing
                 House;

           6.3.3 not to sell, not to transfer and not to endorse any assets that are pledged
                 by way of a floating charge of the first degree, as said in section 4 of
                 this agreement, unless the MAOF Clearing House certified in writing
                 that the member meets the demand for the provision of margin, as
                 specified in these By-laws.


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The only binding version is the official Hebrew version. (Please see Notes on the Translation and
Disclaimer)
                                                      E - 142
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7.       Enforcing the floating charge and exercising the pledged assets

         Whereas the parties are aware of the large risk involved in derivatives transactions,
         which are subject to large and rapid fluctuations, and they deem it very important
         that the MAOF Clearing House meet all its obligations on time,

         and whereas and in accordance with the aforesaid it is in the parties' interest that the
         MAOF Clearing House be able to act quickly and efficiently in the exercise of the
         pledged assets or of any part thereof, it is hereby agreed as follows:

         7.1    When one or more of the events specified below occurs and without derogating
                from the rights of the MAOF Clearing House under the fixed charges
                agreement, the MAOF Clearing House shall have the right to enforce the
                floating charge under this agreement and to exercise the pledged assets or any
                part of them,

                and these are the events:

                a.        if the member does not fulfill his obligation toward MAOF Clearing
                          House to provide additional margin, as required under the By-laws;

                b.        if the member does not pay the MAOF Clearing House any amount due
                          from him at the time set for its payment; including - but without
                          derogating from the generality of the aforesaid - any amount made
                          payable immediately or any obligation that stems from changing or
                          closing the member's open positions, within their meaning in Chapter
                          Seven "B" of the By-laws, or if the member violates any obligation
                          toward the MAOF Clearing House under the By-laws, under this
                          agreement or under any statute, including an obligation that is not
                          monetary;

                c.        if in the opinion of the MAOF Clearing House there is a suspicion that
                          the member is liable not to fulfill his obligations or any part thereof, or
                          is liable not to pay his debts or any part of them;

                d.        if the member's membership in the MAOF Clearing House was
                          interrupted, suspended or canceled, or if it is decided to interrupt
                          temporarily the provision of clearing services for the member, or if there
                          are any grounds, in consequence of which it is possible to interrupt,
                          suspend or cancel his membership as aforesaid, or to interrupt
                          temporarily the provision of clearing services for the member;

                e.        if a license needed by the member for the conduct of his business or of
                          part thereof is suspended or canceled;

                f.        if an Administrator or a Special Supervisor is appointed for the member,
                          or if the Supervisor of Banks takes any other steps whatsoever against
                          the member under section 8C or 8D of the Banking Ordinance 1941 or
                          under any other statute that replaces them;


     This English version is an unofficial translation of the official Hebrew version and has no binding force
     The only binding version is the official Hebrew version. (Please see Notes on the Translation and
     Disclaimer)
                                                 E - 143
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           g.        if an application is brought against the member for winding up or for the
                     appointment of a temporary preliquidator, temporary liquidator, receiver
                     or temporary receiver or if an application is brought against the member
                     to initiate rehabilitation proceedings or to halt proceedings, or if the
                     member decides on its voluntary liquidation;

           h.        if the member's business is closed or substantively reduced, or if the
                     member's activity in its business or in a substantive part thereof is
                     stopped or if the member sells a substantive part of its property;

           i.        if the member assigns any collateral whatsoever to any creditor
                     whatsoever without the consent of the MAOF Clearing House, in
                     violation of its undertakings under this agreement or in violation of
                     some other undertaking by the member toward the MAOF Clearing
                     House;

           j.        if the member is required to make early repayment of any debt to
                     another creditor;

           k.        if an attachment is placed on the pledged assets or on part thereof, or on
                     one of the member's substantive assets, or if a receiver is appointed in
                     order to exercise any part thereof,
                     or if any execution procedure is carried out in connection with any of
                     the aforesaid assets;

           l.        if it turns out that any declaration by the member is not correct, and - at
                     the discretion of the MAOF Clearing House - that is liable to endanger
                     the member's ability to meet all of its obligations toward the MAOF
                     Clearing House;

           m.        if there is a change in the control of the member, in violation of the By-
                     laws, or if one or more of the events described in section 7.1 above
                     occurs in respect of a manager, business manager, management
                     committee member or partner of the member;

           n.        if an event occurs, which in essence is similar to one of the events said
                     in this section 7.1 above.

    7.2    Subject to the provisions of this agreement and to the provisions of any statute,
           the MAOF Clearing House shall exercise the pledged assets after it has given
           the member notice two business days in advance; notwithstanding the aforesaid
           the MAOF Clearing House shall have the right to exercise the pledged assets
           without advance notice, if it found that - if it does give such a notice - a
           substantive deterioration is liable to occur in its ability to collect the secured
           debts in full, or that there are other circumstances that require - in the opinion
           of the MAOF Clearing House - that the obligation be paid or reduced, all at the
           discretion of the MAOF Clearing House.




This English version is an unofficial translation of the official Hebrew version and has no binding force
The only binding version is the official Hebrew version. (Please see Notes on the Translation and
Disclaimer)
                                                      E - 144
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         7.3    In every instance, in which the MAOF Clearing House shall be entitled to
                enforce the floating charge and to exercise the pledged assets, the MAOF
                Clearing House shall have the right - subject to any statute - to take every step
                it deems appropriate in order to collect the secured obligations or any part
                thereof and also to exercise its rights under this agreement in the fastest and
                most efficient manner, including - but without being obligated to do so - in one
                or more of the following ways:

                7.3.1 exercise the pledged assets according to this agreement, in toto or in
                      part;

                7.3.2 exercise the pledged assets as the member could have exercised them,
                      and that even if the time for fulfilling the secured obligations has not yet
                      arrived, and also to exercise the pledged assets or any part thereof by
                      way of appointing a receiver or trustee, who shall, inter alia, have the
                      right to take possession of the pledged assets, to manage them, sell
                      them, transfer them or make any other arrangement in relation to them,
                      as he may deem appropriate, and also to receive the consideration for
                      the pledged assets, either in cash or in payments or in some other
                      manner, and all for a price and on conditions that will be prescribed by
                      the MAOF Clearing House at its discretion and subject to statutory
                      provisions.

         7.4    Without adversely affecting or derogating from the aforesaid rights of the
                MAOF Clearing House, the member hereby irrevocably appoints the MAOF
                Clearing House to be its representative for the performance of all the acts that
                will be required in order to exercise the encumbrance under this agreement, all
                subject to the provisions of any statute.

         7.5    Without derogating from the generality of the aforesaid, the MAOF Clearing
                House shall be entitled - at its discretion - to exchange, release, exercise or
                refrain from exercising any pledge or margin, and also to reach a compromise,
                to grant an extension or waiver, to exempt or to make any other arrangement
                with any member or with any other person, and that without derogating from
                the member's obligations towards it and without affecting or reducing them; in
                order to remove any doubt, let it be stated clearly that the MAOF Clearing
                House shall be entitled to make use of its rights under this section without the
                member's consent.

8.       Independence

         8.1    The encumbrance created under this agreement is independent of and separate
                from every other encumbrance, margin or guaranty which was or will be given
                to the credit of the MAOF Clearing House in order to secure all or some of the
                secured obligations.




     This English version is an unofficial translation of the official Hebrew version and has no binding force
     The only binding version is the official Hebrew version. (Please see Notes on the Translation and
     Disclaimer)
                                                      E - 145
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         8.2     It is hereby explicitly agreed that the MAOF Clearing House will be entitled -
                 at its discretion and without obtaining the member's consent - to decide to
                 exercise all the assets pledged under this agreement or any part thereof, or to
                 decide the order of exercising them or not to exercise them or to exercise any
                 other margin that was given to the MAOF Clearing House or part thereof, all as
                 the MAOF Clearing House shall decide at its discretion.

         8.3     Any waiver by the MAOF Clearing House toward any other member of the
                 MAOF Clearing House or any waiver by it in connection with any margin
                 whatsoever shall not in any way whatsoever affect the member's obligations
                 under this agreement or the right of the MAOF Clearing House to exercise the
                 pledged assets or any part thereof at its discretion.

         8.4     The encumbrance of the assets pledged under this agreement shall remain fully
                 valid, even if the MAOF Clearing House does not receive any other
                 encumbrance whatsoever under this agreement or any other margin
                 whatsoever, or even if it turns out that any encumbrances or margin
                 whatsoever, which the MAOF Clearing House received, are worthless or not in
                 effect, and even if it turns out that the MAOF Clearing House caused their
                 expiration.

9.       Costs

         The member shall bear the cost of stamping this agreement and also every expense,
         payment or fee connected to or involved in charging the pledged assets or in
         exercising them.

10.      Account books of the MAOF Clearing House

         The member hereby declares that he accepts the books and accounts of the MAOF
         Clearing House, as well as the books and accounts of the Stock Exchange Clearing
         House, and that they will be deemed a priori evidence of anything connected to this
         agreement, including all matters connected to all particulars of the secured
         obligations, or to all particulars of the pledged assets.

11.      Registration of encumbrances

         The member hereby agrees that the encumbrance created under this agreement be
         registered at any statutorily qualified Registration Office, and in connection
         therewith the member undertakes to sign any notice, affidavit or other document, as
         the MAOF Clearing House will require in order to carry out the said registration.

12.      Transfer, endorsement and encumbrance

         The member's obligations and rights under this agreement - or part of them - cannot
         be transferred, endorsed or charged in any manner whatsoever.




     This English version is an unofficial translation of the official Hebrew version and has no binding force
     The only binding version is the official Hebrew version. (Please see Notes on the Translation and
     Disclaimer)
                                                   E - 146
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13.   Waiver and compromise

      Any waiver, extension, reduction, silence or abstention from action on the part of the
      MAOF Clearing House, in connection with the member's failure to fulfill or partial
      fulfillment of any obligation of the member shall not be deemed to be a waiver on
      the part of the MAOF Clearing House of any right, or of a part thereof, which the
      MAOF Clearing House has vis-a-vis the member.

14.   Saving of rights

      The provisions of this agreement shall not derogate or affect adversely any right
      whatsoever of the MAOF Clearing House under the fixed charges agreement, under
      any other agreement, under the legal arrangement or under any statute.

15.   Jurisdiction

      Only the Courts and the Execution Office in Tel Aviv-Yaffo, and they alone shall
      have jurisdiction over any matter connected to or deriving from this agreement.

16.   General undertaking to perform acts and to sign documents

      The parties hereby undertake to perform all the acts and to sign all the documents,
      certifications, forms and declarations, which will be necessary and useful for the
      implementation of this agreement.

17.   Notices

      17.1 All the notices that need to be given under the provisions of this agreement
           shall be in writing and shall be sent to the parties' addresses, as specified in the
           introduction to this agreement.

      17.2 Every notice shall be sent by messenger, registered mail, facsimile or other
           electronic means; a notice sent by registered mail shall be deemed to have been
           received three (3) days after the date of its despatch; a notice sent by messenger
           or a notice sent by facsimile or other electronic means, the receipt of which
           was acknowledged by telephone, shall be deemed to have been received one
           business day after its despatch.




  This English version is an unofficial translation of the official Hebrew version and has no binding force
  The only binding version is the official Hebrew version. (Please see Notes on the Translation and
  Disclaimer)
                                                      E - 147
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In witness whereof the parties affixed their signatures

_______________________                                               __________________________
The MAOF Clearing House                                                             The member


I, the undersigned _______________________________________, Adv., of
__________________________, who serves as the legal adviser of
_______________________ (hereinafter: the member), hereby certify as follows:

a.       the member has adopted all the decisions and obtained the statutorily required
         certifications in order to contract this agreement;
b.       ___________________ , ID No. _________ , and ___________________ , ID No.
         _________ , signed this agreement in my presence after I identified them, and the
         signatures of the aforesaid persons bind the member.

Date: _________________                              Signature: ____________________




     This English version is an unofficial translation of the official Hebrew version and has no binding force
     The only binding version is the official Hebrew version. (Please see Notes on the Translation and
     Disclaimer)

				
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