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                                                                  Exhibit 99.4.1

                        FORM OF DIRECTOR INDEMNIFICATION
                            AND EXCULPATION AGREEMENT

AGREEMENT, dated as of August 27, 2001, between Check Point Software
Technologies Ltd., an Israeli company (the "COMPANY"), and
_______________________, a director of the Company (the "INDEMNITEE").

WHEREAS,             the Indemnitee is a director of the Company;


WHEREAS,             both the Company and Indemnitee recognize the increased
                     risk of litigation and other claims being asserted against
                     directors of public companies;

WHEREAS,             the Articles of Association of the Company authorize the
                     Company to indemnify directors; and


WHEREAS,             in recognition of Indemnitee's need for substantial
                     protection against personal liability in order to assure
                     Indemnitee's continued service to the Company in an
                     effective manner and Indemnitee's reliance on the aforesaid
                     Articles of Association and, in part, to provide Indemnitee
                     with specific contractual assurance that the protection
                     afforded by the Articles of Association will be available
                     to Indemnitee (regardless of, among other things, any
                     change in the composition of the Company's Board of
                     Directors or any acquisition of the Company), the Company
                     wishes to provide in this Agreement for the indemnification
                     of and the advancing of expenses (whether partial or
                     complete) to Indemnitee to the fullest extent permitted by
                     law and as set forth in this Agreement.


NOW, THEREFORE, in consideration of the foregoing premises and of the
Indemnitee's continuing to serve the Company directly or, at its request, with
another entity, and intending to be legally bound hereby, the parties hereto
agree as follows:

1.       CERTAIN DEFINITIONS

4         1.1.     Change in Control: shall be deemed to have occurred if: (i)
                  any "person" (as such term is used in Section 13(d) and 14(d)
                  of the United States Securities Exchange Act of 1934, as
                  amended), other than a trustee or other fiduciary holding
                  securities under an employee benefit plan of the Company or a
                  corporation owned directly or indirectly by the shareholders
                  of the Company in substantially the same proportions as their
                  ownership of shares of the Company, is or becomes the
                  "beneficial owner" (as defined in Rule 13d-3 under said Act),
                  directly or indirectly, of securities of the Company
                  representing 20% or more of the total voting power represented
                  by the Company's then outstanding voting securities; or (ii)
                  during any period of two consecutive years, individuals who at
                  the beginning of such period constitute the Board of Directors
                  of the Company and any new director whose election by the
                  Board of Directors or nomination for election by the Company's
                  shareholders was approved by a majority of the
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                  directors then still in office who either were directors at
                  the beginning of the period of whose election or nomination
                  for election was previously so approved, cease for any reason
                  to constitute a majority thereof; or (iii) the shareholders of
                  the Company approve a merger or consolidation of the Company
                  with any other corporation, other than a merger or
                  consolidation which would result in the voting securities of
                  the Company outstanding immediately prior thereto continuing
                  to represent (either by remaining outstanding or by being
                  converted into voting securities of the surviving entity) at
                  least 80% of the total voting power represented by the voting
                  securities of the Company or such surviving entity outstanding
                  immediately after such merger or consolidation, or the
                  shareholders of the Company approve a plan of complete
                  liquidation of the Company or an agreement for the sale or
                  disposition by the Company of all or substantially all the
                  Company's assets.

         1.2.     Expenses: includes reasonable costs of litigation, including
                  attorney's fees, expended by the Indemnitee or for which the
                  Indemnitee has been charged by a court. Expenses shall also
                  include any security or bond that the Indemnitee may be
                  required to post in connection with an Indemnifiable Event (as
                  defined below).

         1.3.     Office Holder: as such term is defined in the Israeli
                  Companies Law, 5759-1999.

2.       INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

         2.1.     The Company hereby undertakes to indemnify the Indemnitee to
                  the fullest extent permitted by applicable law, for any
                  liability and Expense that may be imposed on Indemnitee due to
                  an act performed or failure to act by him in his capacity as
                  an Office Holder of the Company or any subsidiary of the
                  Company or any entity in which Indemnitee serves as an Office
                  Holder at the request of the Company either prior to or after
                  the date hereof for (the following shall be hereinafter
                  referred to as "Indemnifiable Events"):

                  2.1.1.   monetary liability imposed on the Indemnitee in favor
                           of a third party in a judgment, including a
                           settlement or an arbitral award confirmed by a court,
                           for an act that the Indemnitee performed by virtue of
                           being an Office Holder of the Company; and

                  2.1.2.   reasonable costs of litigation, including attorneys'
                           fees, expended by the Indemnitee or for which the
                           Indemnitee has been charged by a court, in an action
                           brought against the Indemnitee by or on behalf of the
                           Company or a third party, or in a criminal action in
                           which the Indemnitee was found innocent, or in a
                           criminal offense in which the Indemnitee was
                           convicted and in which a proof of criminal intent is
                           not required.
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         2.2.     The indemnification undertaking made by the Company shall be
                  only with respect to such events as are described in Schedule
                  A hereto. The maximum amount payable by the Company under this
                  Agreement shall not exceed one-half of the shareholders'
                  equity of the Company, measured by the balance sheet of the
                  Company last published prior to the time that notice is
                  provided to the Company pursuant to Section 8 below.

         2.3.     If so requested by the Indemnitee, the Company shall advance
                  an amount (or amounts) estimated by it to cover Indemnitee's
                  reasonable litigation Expenses, with respect to which the
                  Indemnitee is entitled to be indemnified under Section 2.1
                  above.

         2.4.     The Company's obligation to indemnify the Indemnitee and
                  advance Expenses in accordance with this Agreement shall be
                  for such period as the Indemnitee shall be subject to any
                  possible claim or threatened, pending or completed action,
                  suit or proceeding or any inquiry or investigation, whether
                  civil, criminal or investigative, arising out of the
                  Indemnitee's service in the foregoing positions, whether or
                  not the Indemnitee is still serving in such positions.

         2.5.     The Company undertakes that as long as it may be obligated to
                  provide indemnification and advance Expenses under this
                  Agreement, the Company will purchase and maintain in effect
                  directors and officers liability insurance to cover the
                  liability of the Indemnitee to the fullest extent permitted by
                  law.

3.       GENERAL LIMITATIONS ON INDEMNIFICATION

         3.1.     If, when and to the extent that the Indemnitee would not be
                  permitted to be so indemnified under applicable law, the
                  Company shall be entitled to be reimbursed by the Indemnitee
                  (who hereby agrees to reimburse the Company) for all such
                  amounts theretofore paid (unless the Indemnitee has commenced
                  legal proceedings in a court of competent jurisdiction to
                  secure a determination that the Indemnitee should be
                  indemnified under applicable law, in which event the
                  Indemnitee shall not be required to so reimburse the Company
                  until a final judicial determination is made with respect
                  thereto as to which all rights of appeal therefrom have been
                  exhausted or lapsed) and shall not be obligated to indemnify
                  or advance any additional amounts to the Indemnitee (unless
                  there has been a determination by a court or competent
                  jurisdiction that the Indemnitee would be permitted to be so
                  indemnified under this Agreement).

         3.2.     Change in Control of Company. The Company undertakes that in
                  the event of a Change in Control of the Company, the Company's
                  obligations under this Agreement shall continue to be in
                  effect following such Change in Control, and the Company shall
                  take all necessary action to ensure that the party acquiring
                  control of the Company shall independently undertake to
                  continue in effect such Agreement, to maintain the provisions
                  of the Articles of Association
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                  allowing indemnification and to indemnify Indemnitee in the
                  event that the Company shall not have sufficient funds or
                  otherwise shall not be able to fulfill its obligations
                  hereunder.

4.       NO MODIFICATION.


         No supplement, modification or amendment of this Agreement shall be
         binding unless executed in writing by both of the parties hereto. No
         waiver of any of the provisions of this Agreement shall be deemed or
         shall constitute a waiver of any other provisions hereof (whether or
         not similar) nor shall such waiver constitute a continuing waiver. Any
         waiver shall be in writing.

5.       SUBROGATION.


         In the event of payment under this Agreement, the Company shall be
         subrogated to the extent of such payment to all of the rights of
         recovery of Indemnitee, who shall execute all papers required and shall
         do everything that may be necessary to secure such rights, including
         the execution of such documents necessary to enable the Company
         effectively to bring suit to enforce such rights.

6.       REIMBURSEMENT.


         The Company shall not be liable under this Agreement to make any
         payment in connection with any claim made against the Indemnitee to the
         extent the Indemnitee has otherwise actually received payment (under
         any insurance policy or otherwise) of the amounts otherwise
         indemnifiable hereunder. Any amounts paid to the Indemnitee under such
         insurance policy or otherwise after the Company has indemnified the
         Indemnitee for such liability or Expense shall be repaid to the Company
         promptly upon receipt by Indemnitee.

7.       EFFECTIVENESS.


         Subject to the receipt of all the required approvals in accordance with
         Israeli Law, including the approvals of the audit committee, the Board
         of Directors and, to the extent required, by the shareholders of the
         Company, this Agreement shall be in full force and effect as of the
         date hereof.

8.       NOTIFICATION AND DEFENSE OF CLAIM.


         Promptly after receipt by the Indemnitee of notice of the commencement
         of any action, suit or proceeding, the Indemnitee will, if a claim in
         respect thereof is to be made against the Company under this Agreement,
         notify the Company of the commencement hereof; but the omission so to
         notify the Company will not relieve it from any liability which it may
         have to the Indemnitee otherwise than under this Agreement. With
         respect to any such action, suit or proceeding as to which the
         Indemnitee notifies the Company of the commencement thereof and without
         derogating from Section 2.1:

         8.1.     The Company will be entitled to participate therein at its own
                  expense; and
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         8.2.     Except as otherwise provided below, to the extent that it may
                  wish, the Company jointly with any other indemnifying party
                  similarly notified will be entitled to assume the defense
                  thereof, with counsel reasonably satisfactory to the
                  Indemnitee. After notice from the Company to the Indemnitee of
                  its election to assume the defense thereof, the Company will
                  not be liable to the Indemnitee under this Agreement for any
                  legal or other expenses subsequently incurred by Indemnitee in
                  connection with the defense thereof other than reasonable
                  costs of investigation or as otherwise provided below. The
                  Indemnitee shall have the right to employ his or her own
                  counsel in such action, suit or proceeding, but the fees and
                  expenses of such counsel incurred after notice from the
                  Company of its assumption of the defense thereof shall be at
                  the expense of the Indemnitee, unless: (i) the employment of
                  counsel by Indemnitee has been authorized by the Company; (ii)
                  the Indemnitee shall have reasonably concluded that there may
                  be a conflict of interest between the Company and the
                  Indemnitee in the conduct of the defense of such action; or
                  (iii) the Company shall not in fact have employed counsel to
                  assume the defense of such action, in each of which cases the
                  fees and expenses of counsel shall be at the expense of the
                  Company. The Company shall not be entitled to assume the
                  defense of any action, suit or proceeding brought by or on
                  behalf of the Company or as to which the Indemnitee shall have
                  reached the conclusion specified in (ii) above.

         8.3.     The Company shall not be liable to indemnify the Indemnitee
                  under this Agreement for any amounts paid in settlement of any
                  action or claim effected without its written consent. The
                  Company shall not settle any action or claim in any manner
                  that would impose any penalty or limitation on the Indemnitee
                  without the Indemnitee's written consent. Neither the Company
                  nor the Indemnitee will unreasonably withhold their consent to
                  any proposed settlement.

9.       EXCULPATION

         The Company hereby exempts the Indemnitee, to the fullest extent
         permitted by law, from any liability for damages caused as a result of
         the Indemnitee's breach of the duty of care to the Company, provided
         that the Indemnitee shall not be exempt with respect to any action or
         omission as to which, under applicable law, the Company is not entitled
         to exculpate the Indemnitee.

10.      NON-EXCLUSIVITY.


         The rights of the Indemnitee hereunder shall not be deemed exclusive of
         any other rights he or she may have under the Company's Articles of
         Association or applicable law or otherwise, and to the extent that
         during the indemnification period the rights of the then existing
         directors and Office Holders are more favorable to such directors or
         Office Holders than the rights provided thereunder or under this
         Agreement to the Indemnitee, the Indemnitee shall be entitled to the
         full benefits of such more favorable rights.
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11.      BINDING EFFECT.


         This Agreement shall be binding upon and inure to the benefit of and be
         enforceable by the parties hereto and their respective successors,
         assigns, including any direct or indirect successor by purchase,
         merger, consolidation or otherwise to all or substantially all of the
         business and/or assets of the Company, spouses, heirs and personal and
         legal representatives. This Agreement shall continue in effect
         regardless of whether Indemnitee continues to serve as an Office Holder
         or director of the Company or of any other enterprise at the Company's
         request, provided that the claim for indemnification relates to an
         Indemnifiable Event.

12.      SEVERABILITY.


         The provisions of this Agreement shall be severable in the event that
         any provision hereof (including any provision within a single section,
         paragraph or sentence) is held by a court of competent jurisdiction to
         be invalid, void or otherwise unenforceable, and the remaining
         provisions shall remain enforceable to the fullest extent permitted by
         law.

13.      GOVERNING LAW, JURISDICTION.


         This Agreement shall be governed by and construed and enforced in
         accordance with the laws of the State of Israel. The parties hereto
         irrevocably submit to the exclusive jurisdiction of the courts of
         Tel-Aviv in any action related to this Agreement

14.      ENTIRE AGREEMENT AND TERMINATION.


         This Agreement represents the entire agreement between the parties; and
         there are no other agreements, contracts or understandings between the
         parties with respect to the subject matter of this Agreement. No
         termination or cancellation of this Agreement shall be effective unless
         in writing and signed by both parties hereto.


         COMPANY                               Name:
                                                    ----------------------------


         By:                                   Signature:
            --------------------------                   -----------------------
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                                   SCHEDULE A

1.       Negotiations, execution, delivery and performance of agreements on
         behalf of the Company

2.       Anti-competitive acts and acts of commercial wrongdoing

3.       Acts in regard to invasion of privacy including with respect to
         databases and acts in regard of slander

4.       Acts in regard to copyrights, patents, designs and any other
         intellectual property rights, and acts in regard to defects in the
         Company's products or services

5.       Acts in regard to "Y2K" malfunctions

6.       Approval of corporate actions including the approval of the acts of the
         Company's management, their guidance and their supervision

7.       Claims of failure to exercise business judgment and a reasonable level
         of proficiency, expertise and care in regard to the Company's business

8.       Claims relating to the offering of securities, claims relating to
         violations of securities laws of any jurisdiction and claims arising
         out of the Company's status as a publicly-traded company, including,
         without limitation, fraudulent disclosure claims, failure to comply
         with SEC disclosure rules and other claims relating to relationships
         with investors and the investment community

9.       Violations of laws requiring the Company to obtain regulatory and
         governmental licenses, permits and authorizations in any jurisdiction

10.      Claims in connection with publishing or providing any information,
         including any filings with governmental authorities, on behalf of the
         Company in the circumstances required under applicable laws

11.      Violations of any law or regulation governing domestic and
         international telecommunications in any jurisdiction

12.      Claims in connection with employment relationships with the Company's
         or its subsidiaries' employees.