| TRANSLATION      FROM HEBREWTHE      BINDING VERSION IS THE HEBREWVERSION |
|---------------------------------------------------------------------------|

| Whereas: | The      board of the Company decided, on September 19, 2007, to approve the issue      of Debentures (Series D), according to the conditions of the Prospectus;      and                                                                                                                                                                                                                                                                               |
|----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| Whereas: | The      Trustee is a limited shares company that has been incorporated in Israel      according to the Companies Law/ Ordinance, whose principle goal is to      engage in Trust; and                                                                                                                                                                                                                                                                  |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| Whereas: | The      Trustee has declared that there is no impediment in accordance with the      Securities Law 5728 – 1968 or any other law to its entering into an      engagement with the Company pursuant to this Deed of Trust, and that it      fulfills all of the requirements and conditions for competency stated in      the Securities Law to serve as a trustee for the issue of the Debentures      (Series D) covered by the Prospectus; and |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| Whereas: | Within      the Prospectus, the Company shall issue Debentures (Series D) of a par      value that will be as determined in accordance with Section 2.2 of the      Prospectus; and                                                                                                                                                                                                                                                                     |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| Whereas: | The      Company has requested that the Trustee serve as the trustee for the      Debenture Holders (Series D), and the Trustee has agreed thereto, subject      to the terms of this Deed of Trust;                                                                                                                                                                                                                                                    |

| 1.     | Preamble,      interpretation and definitions |
|--------|-----------------------------------------------|
|   |                                          |   |
|   | 1.1                                           | The      preamble to this Deed of Trust and the appendices attached hereto constitute a |

----

|   |   | material and integral part hereof.                                                                                                                                                                                                                                                                                                                                                                               |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | 1.2    | The      division of this Deed and Trust into sections and the titling of the      sections are for the sake of convenience and as references only and may      not be used for construction purposes.                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | 1.3    | The      provisions hereof in plural apply to singular and vice versa; the      provisions hereof in masculine gender apply to feminine and vice versa,      and all statements regarding natural persons also refer to corporations,      wherever this Deed does not implicitly and/or explicitly state otherwise      and/or if the content of context of the statements does not necessitate      otherwise. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | 1.4    | In      this Deed of Trust and in the Debentures (Series D), the following      expressions will have the meaning beside them, unless another meaning is      implied by the content or context of the  statements:                                                                                                                                                                                              |

|   | “This deed” or the      “Deed of      Trust”                                                                                                                                                  | – | This      Deed of Trust, including the appendices attached hereto, which constitute      an integral part hereof;                                                                                                           |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                  |    |                                                                                                                                                                                                                        |
|   | The “Prospectus”                                                                                                                                                                                          | – | The      prospectus of the Company that is due to be published, inter alia, for the      issue of the Debentures (Series D)                                                                                                 |
|   |                                                                                                                                                                                                                  |    |                                                                                                                                                                                                                        |
|   | The “Debentures (Series D)”      orthe “Debentures”                                                                                                                                           | – | The      Debentures (Series D) of the Company, registered to name, that will be      issued in accordance with the Prospectus;                                                                                              |
|   |                                                                                                                                                                                                                  |    |                                                                                                                                                                                                                        |
|   | The “Trustee”                                                                                                                                                                                             | – | Hermetic      Trust (1975) Ltd. and/or any party serving from time to time as a trustee      of the Debenture Holders (Series D) pursuant to this  deed;                                                                    |
|   |                                                                                                                                                                                                                  |    |                                                                                                                                                                                                                        |
|   | “Register”                                                                                                                                                                                                | – | Register      of the Debenture Holders (Series D) as stated in Section 25      hereof;                                                                                                                                      |
|   |                                                                                                                                                                                                                  |    |                                                                                                                                                                                                                        |
|   | The “Debenture Holders (Series D)”      and/orthe “Debenture Holders” and/or      the “Debenture Owners      (Series D)” and/or the “Debenture      Owners” | – | The      persons whose names are listed at the time in question in the register of      the Debenture Holders (Series D) and in the case of a number of joint      Holders, the joint Holder first listed in the  register; |

----

|   | The “Debenture Certificate (Series      D)”           | – | A      Debenture certificate (Series D) whose form appears as      the first addendumto this deed;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|--------|-------------------------------------------------------------------|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                              |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | The “Law” or the “Securities      Law”    | – | The      Securities Law, 5728 – 1968 and the regulations thereby, as effective from      time to time;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                              |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | “Business      day”                                   | – | A      day on which most of the banks in Israel are open for conducting      transactions;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                              |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | “Principal”                                           | – | The      par value of the Debentures (Series D)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                              |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | The “Consumer Price Index”      (“Index”) | – | The      price index known by the name of "the Consumer Price Index", which      includes fruit and vegetables, as published by the Central Bureau of      Statistics, including that index even if published by another official      body or institute, and including any official index that replaces it,      whether composed of the same data as the existing index or not. If it is      replaced by another index that is published by such a body or institute,      and that body or institute did not determine the ratio between it and the      index thus replaced, the ratio will be determined by the Central Bureau of      Statistics, and in the case of such a ratio not being determined, it will      be determined by the Trustee, who will determine, following consultation      with the Company and economic experts of his choice, the ration between      the other index and the replaced index; |
|   |                                                              |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | The “Known Index”                                     | – | The      last known consumer price index;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                              |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | The “Basic Index”                                     | – | The      consumer price index for August 2007 that was published on September 12,      2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                              |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | The “Payment Index”                                   | – | The      consumer price index known on the date of making any payment on the      account of the principal and/or theinterest;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |

----

|   | “Trade      Day”           | – | A      day on which transactions are executed on the Tel Aviv Stock Exchange      Ltd;                                                                                                                  |
|--------|----------------------------------------|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                   |    |                                                                                                                                                                                                    |
|   | The “Stock Exchange”       | – | The      Tel Aviv Stock Exchange Ltd;                                                                                                                                                                   |
|   |                                   |    |                                                                                                                                                                                                    |
|   | “Meeting”                  | – | A      meeting of the Debenture Holders, including a class    meeting.                                                                                                                                  |
|   |                                   |    |                                                                                                                                                                                                    |
|   | “Class      meeting”       | – | A      meeting of the Debenture Holders, who have an interest that is materially      different from the interest of other Debenture Holders on the matter that      is being discussed in the meeting. |
|   |                                   |    |                                                                                                                                                                                                    |
|   | “The      Nominee Company” | – | The      Israel Discount Bank Nominees Ltd.                                                                                                                                                             |

| 2.     | Issuance of the      Debentures and the Applicability of the Deed of    Trust                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | The      Company shall issue a series of registered to name Debentures (Series D),      to an unlimited sum, bearing annual interest at a rate that is to be      determined in accordance with Section 2.2 of the Prospectus, linked      (principal and interest) to the Basic Index, for repayment in 5 equal      annual installments on July 1 of each of the years 2013 to 2017      (inclusive). The interest on the Debentures will be paid in annual      installments on July 1 in each of the years 2008 to 2017      (inclusive). |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 3.     | Terms of the Issuance;      Self-Purchase                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
|   | 3.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | The      Company shall issue the Debentures according to the conditions specified      in the Prospectus and in the Debentures and will not secure them with any      collateral. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
|   | 3.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | The      Company reserves the right to purchase at any time, within or without the      Stock Exchange, Debentures (Series D) at any price of its choosing,      without prejudice to the obligation of repayment of the Debentures      remaining in circulation as specified above. The Debentures that will be      purchased by the Company will be cancelled and delisted from trade on the      Stock Exchange, and the Company will not be allowed to re-issue      them. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
|   | 3.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | A      subsidiary of the Company and/or the controlling share Holder and/or      companies under the control of the controllers of the controlling share      Holder of the Company (“ Affiliated Company”) are allowed to purchase      and/or sell from time to time within or without the Stock Exchange,      including by way of issuance by the Company, Debentures at any price of      their choosing and sell them accordingly. The Debentures thus held by the      Affiliated Company will be considered as an asset of the Affiliated      Company, and if they are listed for trading, they will not be delisted      from trade on the |

----

|   |   | Stock      Exchange other than subject to the rules of the Stock      Exchange.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |   | On      the matter of holding Meetings of Holders of Debentures, the provisions of      Section 2.19 of the second addendum to this Deed will    apply.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | 3.4    | The      Company is allowed, at any time and from time      to time, without needing the consent of the Debenture Holders or the      Trustee, to issue, including to an Affiliated Company, Debentures of a      different type and/or of different series and/or other Debentures      securities, whether secured or unsecured, whether granting a right of      conversion into shares of the Company or not granting such right, whether      by public offering pursuant to a prospectus or otherwise, under terms of      redemption, interest, linkage, discounting, repayment rate in the case of      liquidation and other conditions, as the Company sees fit, whether they      are preferable to the terms of the Debentures (Series D) issued pursuant      to the prospectus, equal to them or inferior to them.                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | 3.5    | Without      derogating from the foregoing, the Company is allowed, at any time and      from time to time, without needing the consent of the Debenture Holders or      the Trustee, to issue, including to an Affiliated Company, additional      Series D Debentures. The additional Debentures that will be issued, to the      extent issued, including their conditions and resulting rights, will be      identical and as the existing Debentures, and will together constitute one      series for all purposes (it is clarified that in the case of such      issuance, the offerees to which additional Debentures will be issued will      not be entitled to payment of principal and/or interest whose determinant      payment date preceded the issuing date). The provisions of the Deed of      Trust will apply to these additional Debentures. The Company will publish      an immediate report on such an issuance of additional Debentures and will      apply to the Stock Exchange in an application to list these additional for      trading these additional Debentures therein. In the case of expansion of      the series of the Debentures (Series D) as above, the fee of the Trustee      shall be increased in proportion to the increase of the size of the      series. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |   | The      Company shall inform the Trustee and the Debenture Holders of the issue of      these additional Debentures.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |   | This      right of the Company does not exempt the Trustee from examining such an      issuance, to the extent that such a duty is imposed on the Trustee by law,      and it does not derogate from the rights of the Trustee and of the Meeting      of the Debenture Holders according to the Deed of Trust, including their      right to make the Debentures immediately repayable as stated in Section 6      hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | 3.6    | The      Debentures have been issued in their par value, i.e. without discount. The      Company reserves the right to allocate the Debentures following an      expansion of the series at a different discount rate (higher or lower)      than the discount rate of the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |

----

|   |   | Debentures      then in circulation (including due to issuance at a price that reflects a      different discount rate). The discounted allocation of the Debentures      originating from expansion of the series of the Debentures at a rate      exceeding the discount rate established for the Debentures before the      expansion may adversely affect the state of the Debenture    Holders. |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | 3.7    | The      provisions of this Section 3 above itself do not bind the Company or the      Debenture Holders to purchase Debentures or sell the Debentures in their      possession.                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | 3.8    | Wherever      the rules of the Stock Exchange apply or will apply to any action      according to this Deed of Trust, they will have preference over the      provisions hereof, and the dates of such an action will be determined in      accordance with the rules of the StockExchange.                                                                                                          |

| 4.     | Undertakings of the      Company |
|--------|----------------------------------|
|   |                             |   |
|   | 4.1                              | The      Company undertakes hereby towards the Debenture Holders, through the      Trustee, to pay, on the dates set thereto, all of the sums of the      principal, the interest and the linkage differences that will be payable      pursuant to the terms of the Debentures, and fulfill all of the other      conditions and undertakings imposed thereupon pursuant to the terms of the      Debentures and this Deed. |
|   |                             |   |
|   | 4.2                              | The      Company hereby warrants that the capital raised that it will hold until      the date of their use according to the designation of the issuance      remuneration as stated in chapter 3 of the Prospectus, will be deposited      and invested by the company as it deems fit, as long as each investment is      made in solid channels, including, but not limited to, an interest-bearing      monetary deposit, a foreign currency deposit, Debentures with a rating of      not less than BBB-, and so on. For this purpose, an investment in shares      or basket certificates whose base asset is shares or share indices or      options in the Maof or the purchase or writing of positions in      derivatives, will not be considered as an investment in solid      channels. |
|   |                             |   |
|   | 4.3                              | Securing of the      Debentures |
|   |                             |   |
|   | 4.4                              | The      undertaking of the Company to repay the Debentures (principal, interest      and linkage differences) is not secured by any  collateral. |
|   |                             |   |
|   | 4.5                              | The      Company will be allowed to pledge its assets, in part or in full, by any      pledge and in any way, including to any third party, without the need for      any consent from the Trustee and/or the Debenture  Holders. |
|   |                             |   |
|   | 4.6                              | The      Company will be allowed to sell, lease, assign, deliver or transfer in any      other way its assets, in part or in full, in any way, for benefit of any      third party, without the need for any consent of the Trustee and/or the      Debenture Holders. |

----

|   | 4.7    | For      the removal of doubt, it is clarified that the Trustee has no duty to      examine, and in fact the Trustee has not examined, the need for providing      collateral for securing the payments to the Debenture Holders. In its      entering the engagement in this Deed of Trust, and with the consent of the      Trustee to serve as the trustee for the Debenture Holders, the Trustee      does not express its opinion, implicitly or explicitly, as to the ability      of the Company to fulfill its undertakings towards the Debenture Holders.      The foregoing does not derogate from the duty of the Trustee by law and/or      Deed of Trust, nor does it derogate from the duty of the Trustee (to the      extent that this duty applies to the Trustee according to any law) to      examine the effect of changes in the Company from the date of the      Prospectus onwards, to the extent that these may adversely affect the      ability of the Company to fulfill its undertakings to the Debenture      Holders. |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | 4.8    | The      Debentures will be in an equal pari passu degree of      security among themselves concerning the undertakings of the Company      pursuant to the Debentures, without precedence or preference over each      other.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |

| 5.     | Delisting of the      Debentures from trade initiated by the Stock Exchange If      the Stock Exchange decides to delist the Debentures (Series D) because the      value of the series falls below the minimum sum stated in the guidelines      of the Stock Exchange, the Company will not perform immediate redemption      of the Debentures (Series D), but the Debentures will be delisted from      trade. |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 6.     | Immediate      repayment                                                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
|   | 6.1                                                                                                                                                                                                                                                                                                                                                                                                                     | In      one or more of the events enumerated below: |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                    | 6.1.1 | If      the Company does not repay any sum that is due from it in connection to      the Debentures within 45 days of the maturity of that  sum. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                    | 6.1.2 | A      temporary liquidator has been appointed by a court, or if a valid      resolution has been adopted to liquidate the Company (other than      liquidation for merging with another company and/or restructuring of the      Company) and this appointment or resolution is not cancelled within 30      Business Days of being given. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                    | 6.1.3 | If      an attachment is imposed on some or all of the material assets of the      Company and the attachment is not removed within 60  days. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                    | 6.1.4 | An      execution action is carried out against a material asset of the Company,      in part or in full, and the action is not cancelled within 90      days. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                    | 6.1.5 | If a      receiver is appointed for the Company and/or some or all of its material      assets, and the appointment is not cancelled within 90    days. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                    | 6.1.6 | If      the Company ceases the payments of the Debentures and/or announces its |

----

|   |   |                                                                                                                                                                                                                                                                | intent      to cease the payments of the Debentures.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |   | 6.1.7                                                                                                                                                                                                                                                               | If      the Company discontinues its business affairs or managing its business      affairs, as they are from time to time, and/or announces its intent to      cease in engaging in or managing its business affairs as shall be from      time to time.                                                                                                                                                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |   | 6.1.8                                                                                                                                                                                                                                                               | If      another series of Debentures that the Company has issued is called for      immediate repayment other than according to a resolution of the      Company.                                                                                                                                                                                                                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |   | 6.1.9                                                                                                                                                                                                                                                               | If      an order for staying of proceedings is given or if a motion has been filed      concerning the Company to make an arrangement with the creditors of the      Company pursuant to Section 350 of the Companies Law (other than for      merging with another company and/or restructuring of the Company) against      the Company and this order or motion is not cancelled within 90 days of      commencement thereof.                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |   | 6.1.10                                                                                                                                                                                                                                                              | If      the Company is wound up or struck for any reason.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |   | 6.1.11                                                                                                                                                                                                                                                              | A      fundamental breach of the terms of the Debentures and the Deed of Trust,      including if it is found that the undertakings of the Company in the      Debentures or herein are incorrect and/or incomplete, provided a notice      has been given to the Company to rectify the violation and the Company      does not correct such a violation within 14 Business Days of issue of the      notice, and provided that the payments to the Debenture Holders and/or the      rights thereof are infringed or may be infringed as a    result. |
|   |   |                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |   | 6.1.12                                                                                                                                                                                                                                                              | If      there is material concern that the Company will discontinue the payments      of the Debentures and/or there is material concern that it will cease      managing its business affairs as shall be from time to    time.                                                                                                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |   | 6.1.13                                                                                                                                                                                                                                                              | In      the occurrence of any other event that constitutes material infringement      and/or may cause material infringement of the rights of the Debenture      Holders (Series D).                                                                                                                                                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |   | For      the purposes of this entire section, "Material Asset" is an asset whose      value in the books of the Company exceeds 20% of the income of the Company      according to its last (audited) consolidated annual statements on the date      of the event. |
|   |   |                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | 6.2    | In      the occurrence of any of the events listed in Section 6.1 above, the      following provisions will apply:                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |   | 6.2.1                                                                                                                                                                                                                                                               | (A)           In the case of any of the events in Sections 6.1.1 to 6.1.10      (inclusive) above, the Trustee will be required to call a Meeting of the      Debenture Holders (Series D); or  (B)          In the case of any of the events in Sections 6.1.11 to 6.1.13      (inclusive)                                                                                                                                                                                                      |

----

|   |   |   | above,      the Trustee will be allowed (but not required) to call a meeting of the      Debenture Holders (Series D), but the Trustee will be required to call a      Meeting of Holders by a written request of Holders of at least ten percent      (10%) of the par value of the unsettled balance of the principal of the      Debentures in circulation, as specified in Section 1.1 of the second      addendum hereto.                                                                                                                                                                                                                                                                                                                                      |
|--------|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |   | 6.2.2  | The      date of convening the meeting, which will be called in accordance with the      provisions of Section 6.2.1 A or B above, will be 30 days after the date      of its calling (or a shorter term in accordance with the provisions of      Section 6.2.5 below), whose agenda will have a resolution concerning      calling for immediate repayment the entire unsettled balance of the      Debentures (Section D), due to the occurrence of any of the events      specified in Section 6.1 above, as relevant.                                                                                                                                                                                                                                          |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |   | 6.2.3  | In      the case that until the date of convening of the Meeting, none of the      events specified in Section 6.1 above has been canceled or removed, and      the Meeting of the Debenture Holders as stated resolve to call all of the      unsettled balance of the Debentures for immediate repayment as a Special      Resolution (as defined in the second addendum hereto), the Trustee will be      required, within a reasonable time, to call all of the unsettled balance      of the Debentures (Series D) for immediate repayment, as long as it has      given the Company at least 15 days written warning of its intent to do so      and the event for which the resolution was adopted has not been canceled      or removed within this period. |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |   | 6.2.4  | A      copy of the      notice for calling the Meeting will be sent by the Trustee to the Company      as soon as the notice is published and will constitute advance written      warning to the Company of the intent to act to call the Debentures for      immediate repayment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |   | 6.2.5  | The      Trustee is entitled, at its discretion, to reduce the count of 30 days (in      Section 6.2.2 above) and/or the said 15 days of warning (in Section 6.2.3)      in the case of the Trustee opining that any deferral in calling the debt      of the Company for repayment endangers the rights of the Debenture Holders      (Series D), but in any case the Trustee shall not do so without first      applying to the Company in writing 7 Business Days before the date of the      meeting, indicating the reasons for reducing the time, at the discretion      of the Trustee in the circumstances at hand.                                                                                                                                         |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |   | 6.2.6  | The Trustee will be      responsible for reporting to the Debenture Holders of the occurrence of      any of the events specified in Sections 6.1.11 to 6.1.13 (inclusive)      above, whether pursuant to publications that the Company has made or      according to a notice of the Company that will be sent to it according to      the                                                                                                                                                                                                                                                                                                                                                                                                                   |

----

|   |                                       | provisions      of Section 24 below, soon after it being brought to its attention or      delivered to it.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|--------|--------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 7.     | Claims and Proceedings      by the Trustee |
|   |                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | 7.1                                        | Without      derogating from any other provision of the Deed of Trust, the Trustee      shall be allowed, at its discretion, and will be required to do so by a      special resolution that is adopted by a meeting of the Debenture Holders      and after issue of written notice to the Company immediately after the      adoption of the resolution, to take all of the proceedings, including      legal proceedings and motions for receiving orders as, it deems fit and      subject to the provisions of the law, for enforcing the undertakings of      the Company according to the Deed of Trust, exercising rights of the      Debenture Holders and protection of their rights according to the Deed of      Trust. The Trustee shall be allowed to instigate legal and/or other      proceedings even if the Debentures are not called for immediate repayment,      for protecting the rights of the Debenture Holders and subject to the law.      Notwithstanding the provisions of this section, the right of calling for      immediate repayment will apply only in accordance with the provisions of      Section 6 of thus Deed and not pursuant to thissection. |
|   |                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | 7.2                                        | The      Trustee is allowed, at its exclusive discretion and without a need for      notice to the Company, to apply to the appropriate court for a motion for      receiving orders on any matter that is related to and/or arises from this      Deed of Trust, whether before or after the Debentures are called for      immediate repayment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | 7.3                                        | Subject      to the provisions of the Deed of Trust, the Trustee is allowed, but not      compelled, to call at any time a general Meeting of the Debenture Holders      in order to discuss and/or receive its instructions on any matter related      to the Deed of Trust, and is allowed to call it  repeatedly.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | 7.4                                        | The      Trustee is allowed, at its exclusive discretion, to delay the execution of      any action thereby pursuant to this Deed of Trust, for applying to the      Meeting of the Debenture Holders or the court until it receives      instructions from the Meeting of the Debenture Holders and/or orders from      the court on how to act. Notwithstanding the foregoing, the Trustee is not      allowed to delay proceedings for calling for immediate repayment that have      been decided upon by a Meeting of the Debenture Holders pursuant to the      provisions of Section 6.2 hereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 8.     | Distribution of the      Receipts          |
|   |                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | 8.1                                        | All      of the receipts that are received by the Trustee as a result of calling      the Debentures for immediate repayment and/or as a result of proceedings      that it takes, if it takes any, against the Company, will be by it in the      trust and will serve it for the following purposes and in the following      order of priority:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |

----

|   |                                                        | Firstly,      for settling all expenses, payments, duties and undertakings expended by      the Trustee, imposed thereupon or caused due to or as a result of the      actions of the Trust or in another manner otherwise connected to the terms      of this Deed, including the fee thereof (on the condition that the Trustee      does not receive a double fee from both the Company and the Debenture      Holders); secondly – in order to pay the Debenture Holders the arrears      interest due to them in accordance with the terms of the Debentures and      subject to the terms of the linkage in the Debentures, pari passu, in      proportion to the sum of the arrears interest due to each of them, without      preference or priority for any of them; thirdly, in order to pay the      Debenture Holders the sums of the principal that are due to them pursuant      to the Debentures held thereby, pari passu, and subject      to the terms of linkage in the Debentures, whether the principal sums have      matured or not, in proportion with the sums due thereto, without any      preference concerning priority in time of issue of the Debentures by the      Company or otherwise, and the surplus, if any, will be paid by the Trustee      to the Company or the successors thereof. Withholding tax will be deducted      at source from the payments to the Debenture Holders, to the extent that      there is a duty to deduct it by law. |
|--------|-------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | 8.2                                                         | Payment      of the sums by the Trustee to the Debenture Holders out of the receipts      that are received thereby, will be subject to rights of other creditors of      the Company, which precede or are equal to those of the Debenture Holders      by law, relative to the said receipts, if there are any, in accordance      with the provisions of the law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 9.     | Authority to Delay      Distribution of Money               |
|   |                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | 9.1                                                         | Notwithstanding      the provisions of Section 8 of this Deed, if the sum of money that is      received as a result of taking the proceedings stated above that is      available for distribution at any time, as stated in that section, will be      less than ten percent (10%) of the balance of the unsettled principal of      the Debentures and the interest, subject to the terms of the linkage in      the Debentures, the Trustee shall not be required to distribute it and it      will be allowed to invest the said sum, in part or in full, in investments      that are permitted according to the Deed of Trust and replace these      investments from time to time with other permitted investments, as it sees      fit.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | 9.2                                                         | On      the first payment date of the principal and/or the interest to the      Debenture Holders that is paid after receipt of the sum stated in Section      9.1 above by the Trustee, or earlier, once the aforementioned investments,      with their profits and other sums that are received by the Trustee for the      said purpose, reach a sum that will suffice to pay at least ten percent      (10%) of the unsettled balance of the principal of the Debentures and the      interest (subject to the terms of linkage in the Debentures), the Trustee      shall pay them to the Debenture Holders as stated in section 8      hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.    | Notice of Distribution      and Depositing with the Trustee |

----

|   | 10.1                                                                           | The      Trustee shall inform the Debenture Holders of the day and place on which      any payment is made out of the payments stated in Sections 8 and 9 of this      Deed, by 14 days prior notice that is delivered in the manner stated in      section 23 to this Deed hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|--------|--------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | 10.2                                                                           | After      the day stated in the notice, the Debenture Holders will be entitled to      interest for the Debentures in accordance with the rate stated in the      Debentures only for the balance of the principal sum (if any) after      deducting the sum that has been paid or offered to them for such      payment.                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 11.    | Abstention from      Payment for a Reason that does not depend on the  Company |
|   |                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | 11.1                                                                           | Any      sum that is due to the debenture Holder that is not actually paid for a      reason that does not depend on the Company, while the Company was prepared      to pay it, will cease to bear interest and linkage differences from the      date stated for its payment, whereas the debenture Holder will be entitled      only to the sums that it would have been entitled to on the date stated      for repayment of that sum on the account of the principal, the linkage      differences or the interest.                                                                                                                                                                                                                                                           |
|   |                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | 11.2                                                                           | The      Company will deposit with the Trustee by no later than 14 business days      from the date stated for that payment, the sum of the payment that has not      been paid for a reason that does not depend on the Company, and such a      deposit will be considered as settlement of that payment, and in the case      of settlement of all dues pursuant to the debenture, as redemption of the      debenture.                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | 11.3                                                                           | The      Trustee shall deposit in a bank the sums that will be transferred thereto      as stated in Section 11.2 of this Deed, to the credit of those Debenture      Holders and will invest it in investments permitted hereby that are      securities of the State of Israel or other securities that the laws of the      State of Israel permit investment of the trust money in, as the Trustee      deems fit and subject to the provisions of the law. Should the Trustee do      so, it will not owe the beneficiaries sums other than the remuneration      that is received from realizing the investments less the expenses,      commissions and mandatory payments, if any that are related to the said      investment in managing the trust account less its fee. |
|   |                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | 11.4                                                                           | The      Trustee shall transfer to each debenture Holder for which sums and/or      funds due to the Debenture Holders have been deposited with the Trustee,      out of sums thus deposited, less all expenses, commissions, the mandatory      payments and its fee, against presentation of the proof that is required      by the Trustee, to the full satisfaction thereof.                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | 11.5                                                                           | The      Trustee shall keep these sums and invest them in the above mentioned      manner until one year elapses from the final redemption date of the      Debentures. After this date, the Trustee shall transfer to the Company      these sums, including profits that result from their investment, less its      expenses and other expenses expended in accordance with the                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |

----

|   |                                                                                       | provisions      of this Deed of Trust (such as service provider fees, etc.) to the extent      that these remain in its possession on that date. The Company will keep      these sums in trust for an additional year from the day of their transfer      thereto by the Trustee, for the Debenture Holders that are entitled to      those sums, and with regard to the sums that are transferred thereto by      the Trustee as stated above, the provisions of Section 11.3 of this Deed      of Trust will apply, mutatis      mutandis. Upon the transfer of the sums from the Trustee to the      Company, to the satisfaction of the Trustee, the Trustee shall be exempt      from payment of such sums to the entitled Debenture Holders. The Company      will approve to the Trustee in writing the holding of the sums and the      receipt thereof in trust for the said Debenture Holders, and will      indemnify the Trustee for any claim and/or expense and/or damage of any      type that it sustains due to and for the said money transfer, as long as      the Trustee has acted reasonably. The Company will keep these sums in      trust for the Debenture Holders that are entitled to these sums for an      additional year from the day of their transfer to it from the Trustee.      Sums that are not demanded from the Company by a Debenture Holder two      years from the final repayment date of the Debentures will be transferred      to the Company, which will be entitled to use the remaining sums for any      purpose. |
|--------|--------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 12.    | Receipt from the      Debenture Holders as Proof                                           |
|   |                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | 12.1                                                                                       | A receipt from the      Debenture Holder for the sums of the principal, the interest and the      linkage differences that have been paid thereto by the Trustee for that      Debenture will release the Trustee categorically in all matters related to      payment of the sums stated on the receipt.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | 12.2                                                                                       | Until      the end of the period specified in Section 11.5 above, a receipt from the      Trustee concerning the deposit of the sums of the principal, the interest      and the linkage differences in its possession to the benefit of the      Debenture Holders as stated in this Deed will be considered as a receipt      from the Debenture Holders for the sums specified  therein.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | 12.3                                                                                       | The      sums distributed as stated in Sections 11 and 12 hereof will be considered      as payment on the account of the repayment of the    Debentures.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                       |
| 13.    | Presentation of a      Debenture to the Trustee and Noting Concerning Partial      Payment |
|   |                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | 13.1                                                                                       | The      Trustee shall be entitled to demand that a Debenture Holder present to the      Trustee, at the time of payment of any interest or partial payment of      principal, interest and linkage differences in accordance with Sections      8-10 hereof, the debenture for which the payments are being      made.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | 13.2                                                                                       | The      Trustee shall note on the Debenture a comment concerning the sums paid as      above and the date of paymentthereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |

----

|   | 13.3   | The      Trustee shall be entitled, in any special case, at its discretion, to      waive the presentation of the Debentures after it is given a statement of      indemnification letter and/or a sufficient guarantee, to its satisfaction,      for damages that may be sustained due to not noting the said comment, as      it deems fit. In such a case, the Company will not assume any liability      for the payments stated in Section 13.1 towards that    Holder. |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | 13.4   | Notwithstanding      the foregoing, the Trustee shall be entitled, at its discretion, to make      notes in other ways concerning such partial  payments.                                                                                                                                                                                                                                                                                                                     |

| 14.    | Reporting and      Undertakings of the Company towards the Trustee |
|--------|--------------------------------------------------------------------|
|   |                                                               |   |   |   |
|   | 14.1                                                               | The      Company hereby undertakes towards the Trustee, for as long as the      Debentures (including linkage differences thereupon) have not been repaid,      as follows: |
|   |                                                               |   |   |   |
|   |                                                               | 14.1.1 | To      inform the Trustee upon its notice to the public in writing of reasonable      concern on the part of the Company that any or all of the events specified      in Section 6.1 above may occur and the occurrence of any or all of the      events specified in Section 6.1 above. |
|   |                                                               |   |   |
|   |                                                               | 14.1.2 | To      give to the Trustee by no later than 30 days of the date hereof      an  amortization table for payment of the Debentures (principal      and interest) in an Excel file. |
|   |                                                               |   |   |
|   |                                                               | 14.1.3 | To      inform the Trustee in a written notice signed by the Company's senior      financial officer, within 4 Business Days, of effecting any payment to the      Debenture Holders and the balance of the Sums that the Company will owe on      that date to the Debenture Holders after effecting this  payment. |
|   |                                                               |   |   |
|   |                                                               | 14.1.4 | To give to the      Trustee immediately upon their publication a copy of the annual audited      and consolidated financial statements (including the periodical statement)      and the reviewed consolidated financial statements of the    Company. |
|   |                                                               |   |   |
|   |                                                               | 14.1.5 | To      deliver to the Trustee, immediately upon its delivery, any statement that      it must submit to the Securities Authority. |
|   |                                                               |   |   |
|   |                                                               | 14.1.6 | To      deliver to the Trustee notices concerning the purchase of Debentures by      the Company or the subsidiary, as stated in this Deed of  Trust. |
|   |                                                               |   |   |
|   |                                                               | 14.1.7 | On      December 31 of each year, as long as the Deed of Trust is in effect, the      Company will provide the Trustee with a confirmation signed by the CEO of      the Company whereby to the best of his knowledge, the Company has not      violated the Deed of Trust (including violation of the terms of the      Debenture), unless explicitly stated otherwise. |
|   |                                                               |   |   |
|   |                                                               | 14.1.8 | To      give the Trustee copies of notices and invitations that the Company gives      to the shareholders in the Company and the Debenture Holders, as stated in |

----

|   |   |    | Section 23.1 hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|--------|--------|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |   | 14.1.9  | To      cause a senior financial officer in the Company  to give, within      a reasonable time, to the Trustee and/or the persons as he instructs, any      explanation, document, calculation or information related to the Company,      its business affairs and/or assets that are reasonably required for the      purpose of inquires conducted by the Trustee for protecting the Debenture      Holders.                                                                                                                                                                                                                                                                                                                                                            |
|   |   |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |
|   |   | 14.1.10 | To      keep regular account books in accordance with generally accepted      accounting principles. To keep the books and the documents used for them      as references (including deeds of pledge, mortgage, bills and receipts)      and allow the Trustee and/or the party that the Trustee appoints in      writing for this purpose, to inspect at any reasonable time any such book      and/or document and/or confirmation, to the extent required for protecting      the Debenture Holders. The Trustee undertakes to inform whichever party is      appointed thereby as above that the Trustee has undertaken to keep      information that is given to it in confidence.                                                                                               |
|   |   |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |
|   |   | 14.1.11 | To      allow the Trustee or a party that is appointed by the Trustee in writing      for this purpose to enter its offices and anywhere where its assets may be      found, at any reasonable time, for inspecting its assets, at the      discretion of the Trustee, for protecting the Debenture  Holders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |   |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |
|   |   | 14.1.12 | To      summon the Trustee to all of its general meetings (whether annual general      meetings or special general meetings of the shareholders of the Company),      without granting the Trustee a voting right in thesemeetings.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |   |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |
|   |   | 14.1.13 | To      give the Trustee, upon his demand, an affidavit and/or declarations and/or      documents and/or details and/or information, as required by the Trustee,      in accordance with its reasonable discretion, for applying and exercising      the authorities, powers and authorizations of the Trustee and/or its      proxies according to this Deed of Trust.                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |   |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |
|   |   | 14.1.14 | The      Trustee undertakes, by signing the Deed of Trust, to keep in confidence      all information that is given to it by the Company and any information      that the Trustee and/or its representative and/or agent and/or proxy has      inspected and not make any use thereof other than for the fulfillment of      its undertakings according to this Deed. Notice of the authorization of a      representative and/or agent for the Trustee shall be given to the Company      in advance and in writing. The Trustee declares that any representative      and/or agent and/or proxy on its part will be committed towards the      Trustee and towards the Company to keep in confidence the information that      reaches it in its activities for the Trustee. It is |

----

|   |                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | clarified      that subject to the law, the transfer of the relevant information only to      the Debenture Holders for making a decision that is related to their      rights in accordance with the Debentures or for giving a report on the      state of the Company does not constitute a violation of its undertaking      for confidentiality. |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                     |
| 15.    | Additional      Undertakings                                                                                                                                                                             |
|   |                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | 15.1                                                                                                                                                                                                     | After      and to the extent that the Debentures are      called for immediate repayment, as defined in Section 6 hereof, the      Company will perform, from time to time and at any time it is required to      do so by the Trustee, all of the reasonable actions in order to provide      for the exercising of all of the authorities granted to the Trustee, and      in particular the Company will perform all of the following actions, to      the extent that they are reasonable.                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                     | 15.1.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | It      will declare the declarations and/or sign all of the documents and/or      execute and/or have executed all of the actions that are necessary and/or      required by law for validating the exercise of the authorities, the powers      and the authorizations of the Trustee and/or the agent  thereof.                                    |
|   |                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                  |   |
|   |                                                                                                                                                                                                     | 15.1.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | It      will give all of the notices, the orders and the instructions that the      Trustee considers beneficial and will demand them.                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                     | 15.1.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | For      the purposes of this section – a written notice signed by the Trustee that      confirms that an action that is required thereby, within his authorities,      is a reasonable action, will constitute prima facie evidence      thereof.                                                                                              |
| 16.    | Agents                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | 16.1                                                                                                                                                                                                     | The      Company hereby irrevocably      appoints the Trustee as its agent, to effect and execute on its behalf and      in its place all of the actions that it will be required to execute      according to the conditions of this Deed, and in general to act on its      behalf with regard to the actions that the Company is required to perform      according to this Deed, which it has not performed, or exercise some of      the authorities granted thereto, and appoint any other person as the      Trustee deems fit for performing its duties according to this Deed,      subject to the Company not having performed the actions that it must      perform pursuant to the terms of this Deed within a reasonable time from      the date of the demand of the Trustee, provided it has acted in good faith      and reasonably. |
|   |                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | 16.2                                                                                                                                                                                                     | The      appointment pursuant to Section 16.1 above does not bind the Trustee to      perform any action.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                     |
| 17.    | Other      agreements                                                                                                                                                                                    |
|   |                                                                                                                                                                                                     |
|   | Subject      to the provisions of the law and the restrictions imposed on the Trustee      by law, the performance of the duty of the Trustee according to this Deed      or pursuant to its status as a |

----

|   | Trustee will not prevent it from associating with the Company by      various contracts or executing transactions with it within the normal      course of its business affairs. |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                             |
| 18.    | Reporting by the      Trustee                                                                                                                                                    |
|   |                                                                                                                                                                             |
|   | 18.1                                                                                                                                                                             | The      Trustee shall prepare, at the end of each year following the date hereof,      an annual report on the trust affairs (the “Annual  Report”) |
|   |                                                                                                                                                                             |   |
|   | 18.2                                                                                                                                                                             | The      Annual Report will include a breakdown of the following subjects: current      details of the course of affairs of the Trust in the elapsing year; a      report on extraordinary events concerning the Trust that have occurred      during the elapsing year. |
|   |                                                                                                                                                                             |   |
|   | 18.3                                                                                                                                                                             | The      Debenture Holders will be allowed to review the Annual Report in the      offices of the Trustee during acceptable business hours and will be      allowed to receive a copy thereof upon demand. A copy of the report will      be provided to the Company along with it being made available for review      by the Debenture Holders. |
|   |                                                                                                                                                                             |   |
|   | 18.4                                                                                                                                                                             | The      Trustee shall give the Debenture Holders notice of the date of submission      of the report as stated in Section 23 hereof. Should the Trustee learn of      a material violation hereof on the part of the Company, it will inform the      Debenture Holders of the violation and of the steps that it has taken for      preventing it or for fulfilling the undertakings of the Company, as      relevant. |
|   |                                                                                                                                                                             |
| 19.    | Fee and coverage of      expenses of the Trustee                                                                                                                                 |
|   |                                                                                                                                                                             |
|   | 19.1                                                                                                                                                                             | The      Company shall pay the Trustee for its services hereby as elaborated      below: |
|   |                                                                                                                                                                             |   |   |
|   |                                                                                                                                                                             | 19.1.1 | For      the first year of Trust, i.e. until 12 months from the date of the issue,      a sum of NIS 12,000. This sum will be paid within 30 days of the end of      the month on which the Company has received from the Trustee a proforma      invoice for this payment. The Trustee will be allowed to provide the      Company with a proforma invoice within one business day of publishing the      results of the issue. |
|   |                                                                                                                                                                             |   |   |
|   |                                                                                                                                                                             | 19.1.2 | For      each of the years from the second year (i.e. from the end of 12 months      from the date of issue) in which Debentures (Series D) will be in      circulation and not yet paid up, a sum of NIS 10,000, linked to the index      known on the date of publication of the Prospectus, but in any case the      sum will not be less than the sum specified above (“the Annual Fee”). The      Annual Fee will be paid to the Trustee within 30 days of the end of the      month on which the Company received from the Trustee a proforma invoice      for the Annual Fee. The Trustee will be allowed to provide the Company a      proforma invoice at the beginning of each year of Trust. The Annual Fee      shall be paid to the Trustee for the period through to the end of the term      of the Trust hereby even if a receiver and/or administrative receiver is      appointed for the Company and/or if the Trust hereby |

----

|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | is managed under the supervision of a court.                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |   | 19.1.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | If      the tenure of the Trustee expires, as stated in Section 27 below, the      Trustee will not be entitled to payment of the fee thereof from the day of      the expiry of its tenure. If the tenure of the Trustee expires during the      Trust year, the fee that was paid for the months for which the Trustee did      not serve as the trustee of the Company will be refunded. It is clarified      that this refund will not apply to the first year of Trust. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | 19.2   | The      Trustee is      entitled to a refund of reasonable expenses incurred within the      performance of its duty and/or by the authorities granted thereto hereby,      including for publications in the press, as long as for the expenses of an      expert opinion, as elaborated in Section 20.2 below, the Trustee will give      advance notice of its intent to receive an expert opinion.                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | 19.3   | The Trustee is      entitled to additional payment, for an action that results from a      violation hereof by the Company or for an action of calling the Debenture      (Series D) for immediate repayment and for special actions that it will be      required to perform, if required, for fulfillment its duties hereby,      without prejudice to the entirety of this Section 19.                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |   | It      is agreed hereby between the parties that the Trustee will be entitled to      a fee of 120 US dollars for each hour of work that is required as stated      above.                                                                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | 19.4   | For      each annual meeting of shareholders or Meeting of Debenture Holders that      the Trustee participates in, an additional fee of NIS 500 per meeting will      be paid, linked to the Index in accordance with the provisions of Section      19.1.2 above.                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | 19.5   | If      changes occur      in the provisions of the Law whereby the Trustee will be required to      perform actions and/or checks and/or prepare additional reports, the      Company undertakes to bear all of the reasonable expenses that the Trustee      incurs as a result, including reasonable fee for these actions. The      Trustee will inform the Company in advance and in writing before incurring      the expenses, of changes as stated in this section. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | 19.6   | VAT,      if charged, will be added to the payments that are due to the Trustee      pursuant to the provisions of this section and will be paid by the      Company. The Trustee will transfer to the Company a tax invoice for these      payments, within 14 days of the date of payment thereof to the Trustee by      the Company.                                                                                                                                          |

| 20.    | Special      Authorities |
|--------|--------------------------|
|   |                     |   |
|   | 20.1                     | The      Trustee shall be entitled to deposit all of the deeds and documents that      attest, represent and/or determine its right concerning any asset then in      its possession, in a  |

----

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | safe and/or in any other place of its choice, in the possession of any banker and/or any banking company      and/or an advocate.                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | 20.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | The      Trustee is entitled, within the performance of the Trust affairs      hereby, to act in accordance with the opinion and/or advice of any      advocate, certified public accountant, appraiser, assessor, surveyor,      mediator or other expert, whether such an opinion and/or advice has      been prepared at the request of the Trustee and/or by the Company. The      Trustee shall allow the Company to review any such opinion that the      Company as paid for, upon demand. The provisions of this section do not      exempt the Trustee of its responsibility by law. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | 20.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Any      such advice and/or opinion may be given, sent or received by a letter,      telegram, facsimile and/or any other electronic data transfer      medium.                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | 20.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | The      Trustee shall not be required to inform any party of the signing of this      Deed of Trust and is not allowed to intervene in any way in the management      of the business or affairs of the Company other than pursuant to the      authorities that have been granted to the Trustee herein.                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | 20.5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | The      Trustee shall faithfully use the powers, authorizations and authorities      granted thereto hereby in good faith and reasonably.                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 21.    | Authority of the      Trustee to Employ Proxies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | The      Trustee shall be entitled to appoint a proxy/ies for acting in its place,      whether an advocate or another party, in order to perform or participate      in the performing of special actions that must be performed concerning the      Trust, including, but not limited to, taking legal proceedings. In      addition, the Trustee shall be entitled to settle, at the expense of the      Company, the reasonable fee of any such proxy, and the Company will return      to the Trustee immediately upon the first demand thereof any such      reasonable expense, on the condition that the Trustee gives the company      advance notice of such appointment of proxies. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | The      Company will be allowed to object to such an appointment on reasonable      grounds, including in the case of the proxy competing directly or      indirectly with the business of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |   |
|   | The      Trustee is allowed at any time to delegate from the Trusteeships, powers,      authorizations and authorities granted thereto hereby, in part or in full,      to another person or persons, and any such delegation will be made under      the conditions and instructions (including permission for a proxy to      appoint a proxy) that the Trustee deems suitable, but such delegation of      authority will not release the Trustee from any responsibility assumed      thereby in case the authorities were not delegated.                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |   |
|   | Such      proxies and/or delegates will be bound by the confidentially provisions      stated in Section                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |

----

|   | 14 above.                           |
|--------|-------------------------------------|
|   |                                |
| 22.    | Indemnification of the      Trustee |
|   |                                |   |
|   | 22.1                                | The      Trustee shall be entitled to receive indemnification from the Debenture      Holders or from the Company, as relevant, for reasonable expenses that it      has incurred and/or will incur in connection with the actions that it has      performed or must perform pursuant to its duty hereby, and/or by law      and/or by order of a competent authority and/or any statute and/or upon      the demand of the Debenture Holders and/or according to the demand of the      Company. Notwithstanding the above, it is clarified and agreed hereby      that: |
|   |                                |   |   |   |
|   |                                | 22.1.1 | The      Trustee shall not be entitled to demand such indemnification in advance on      a matter that is urgent. |
|   |                                |   |   |   |
|   |                                | 22.1.2 | The      Trustee shall be entitled to indemnification for liability for torts, in      the case of being found thus liable by a final court ruling or a concluded      settlement towards a third party that is not one of the Debenture      Holders. |
|   |                                |   |
|   | 22.2                                | The      Indemnification right detailed in section 22.1 above will be subject to      the following terms: |
|   |                                |   |   |   |
|   |                                |   | 22.2.1      The expenses for liability for damages is reasonable. |
|   |                                |   |   |   |
|   |                                |   | 22.2.2The Trustee acted in good      faith and the appropriate care, and the action was preformed within the      fulfillment of its duty, according to the provisions of law and this      Deed.22.3      Subject to the provisions of Sections 22.1 and 22.2 above,      without prejudice to the rights to compensation and indemnification that      are granted to the Trustee by law and/or the commitments of the Company      and the Debenture Holders hereby, the Trustee, its proxy, manager, agent      or other person appointed by the Trustee hereby will be entitled to      receive indemnification out of the sums that are received by the Trustee      out of the proceedings taken and/or otherwise hereby, concerning      undertakings that they have assumed, concerning expenses they incurred due      to the  performance of the Trust or related to such actions,      which in their opinion were required for executing the aforesaid and/or      concerning the exercising of authorities and authorizations granted hereby      and concerning all kinds of legal proceedings, opinions of advocates and      other experts, negotiations, discussions, expenses, claims and demands      concerning any matter and/or thing that are made and/or not made in any      way concerning the subject matter, and the Trustee may withhold the funds      that are in its possession and pay out of them the sums that are necessary      for payment of the said indemnification. The said sums will take      precedence over the rights of the Debenture Holders, subject to the      provisions of the law. |
|   |                                |   |
|   | 22.3                                | For as long as the Trustee is required pursuant to the terms hereof      an/or any statute |

----

|   |    | and/or      an order of a competent authority and/or the law and/or upon the demand of      the Debenture Holders and/or the demand of the Company to perform any      action, including, but not limited to instigating proceedings or filing      claims upon the demand of the Debenture Holders, as stated herein, the      Trustee shall be allowed to abstain from taking any such action until it      receives, to its satisfaction, a letter of indemnification from any or all      of the Debenture Holders, and if the action is performed owing to a demand      of the Company, from the Company, for any liability for damages and/or      expenses that may be incurred by the Trustee and by the Company or either      of them, due to performing such an action. It is clarified that the      foregoing does not exempt the Trustee from taking an urgent action that is      required for preventing material infringement to the rights of the      Debenture Holders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|--------|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | 22.4    | Notwithstanding the provisions of      this Section 22, as long as the trustee deems it right for protecting      and/or exercising the rights of the Debenture Holders, and/or it is      required hereby and/or by law and/or by an order of a competent authority      and/or any statute and/or upon the demand of the Company and/or the      Debenture Holders, to take legal proceedings, in the case of taking such      an action due to a demand of the Company, the Company will deposit in the      hands of the Trustee a sum that will be determined by the Trustee as the      expected sum of the expenses of the Trustee concerning the proceedings. In      any other case, the Trustee shall immediately call a Meeting of Debenture      Holders in order to confirm their responsibility for covering the expenses      involved in proceedings that the Trustee takes. In the case of the      Debenture Holders refusing to assume the expenses involved in taking      proceedings by the Trustee, the Trustee shall assume no duty to take such      proceedings. In addition, all of the sums that are received from the      realization proceedings will also be used for refunding and covering      expenses that the Debenture Holders thus undertake to bear. It is      clarified that the foregoing does not exempt the Trustee from taking an      urgent action that is required for preventing material infringement of the      rights of the Debenture Holders. |
|   |    |
| 23.    | Notices |
|   |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |
|   | 23.1    | Any      notice from the Company and/or the Trustee to the Debenture Holders, as      relevant, shall be given as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |   |
|   |    | 23.1.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | By      reporting in the MAGNA system of the Securities Authority; the Trustee is      allowed to instruct the Company and the Company will be required to report      forthwith in the MAGNA system on behalf of the Trustee any report in the      format as forwarded in writing by the Trustee to the Company); and      by |
|   |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |   |
|   |    | 23.1.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | A      notice that will be published in two widely distributed daily newspapers      that are published in Israel in Hebrew; |

----

|   |                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|--------|------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Any      notice or demand from the Trustee to the Company may be given by a letter      that is sent by registered mail to the address stated herein, or to any      other address that the Company informs the Trustee of in writing, or by      transmission by facsimile or by courier and any such notice or demand will      be considered as having been received by the Company: (1) in the case of      sending by registered mail – three business days from the day of mailing      thereof; (2) in the case of transmission by facsimile (along with a      telephone check of receipt thereof) – one business day from the day of its      transmission; (3) and in the case of sending by courier – upon its      delivery by the courier to the addressee or the offering thereof to the      addressee for receipt, as relevant. |
|   |                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | 23.2                                                                   | Any      notice or demand from the      Company to the Trustee may be given by a letter that is sent by registered      mail to the address stated herein, or to another address that the Trustee      informs the Company of in writing, or by transmission by facsimile or by      electronic mail (“email”) or by courier and any such notice or demand will      be considered as having been received by the Trustee: (1) in the case of      sending by registered mail – three business days from the day of mailing      thereof; (2) in the case of transmission by facsimile or email (along with      a telephone check of receipt thereof) or of sending by courier – upon its      delivery by the courier to the addressee or the offering thereof to the      addressee for receipt, as relevant. |
|   |                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | 23.3                                                                   | Copies      of notices and invitations that the Company gives to the Debenture Holders      will also be sent by the Company in an Immediate Report, a copy of which      will be given to the Trustee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                   |
| 24.    | Waiver; Settlement;      and Changes in the Terms of the Deed of Trust |
|   |                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | 24.1                                                                   | Subject to the provisions      of the Law and the regulations promulgated and/or that will      be  promulgated thereby, the Trustee shall be allowed, from time      to time and at any time, if it is convinced that this does not in its      opinion infringe upon the rights of the Debenture Holders, to waive any      violation or non-fulfillment of any of the terms hereof by the Company, as      long as these do not relate to the terms of repayment of the Debentures      and the grounds for calling for immediate repayment as specified in      Section 6 hereof.                                                                                                                                                                                                                                          |
|   |                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | 24.2                                                                   | Subject      to the provisions of the Law and the regulations promulgated and/or that      will be promulgated thereby, the Trustee is allowed, whether before or      after the principal of the Debentures is called for immediate repayment,      to settle with the Company concerning any right or claim of the Debenture      Holders and agree with the Company to any arrangement concerning the      rights of the Debenture Holders, including waiving any right or claim of      the Debenture Holders towards the Company hereby. If the Trustee settles      with the Company after having received prior approval of the Debenture                                                                                                                                                                                              |

----

|   |                                                          | Holders as stated above, the Trustee shall be exempt of liability      for this action, as approved by the general Meeting. The foregoing does      not exempt the Trustee from responsibility for its actions until the date      of making a decision of the Meeting of the Holders and/or its actions      concerning its application.                                                                                                                                                                                                                                                                                                |
|--------|---------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | 24.3                                                          | Subject      to the provisions of the Law and the regulations promulgated and/or to be      promulgated thereby, the Trustee and the Company may, whether before or      after the principal of the Debentures is called for immediate repayment,      change the Deed of Trust (including a change in the conditions of the      Debentures), if one of the following is fulfilled:                                                                                                                                                                                                                                                          |
|   |                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                          | 24.3.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | The      Trustee is satisfied that the change does not adversely affect the      Debenture Holders. |
|   |                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
|   |                                                          | 24.3.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | The      Debenture Holders have agreed to the proposed change, by a special      decision as specified in Sections 2.4 and 2.10 of the second addendum      hereinafter. |
|   |                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
|   | 24.4                                                          | The      Trustee shall be entitled, at the request of the Company from time to      time, to make changes in the Deed of Trust and/or in the Debentures, as      required by a Securities Authority and/or the Stock Exchange and/or any      other governmental authority, for the purpose of listing the Debentures      for trade on the Stock Exchange, as long as the Trustee is satisfied that      the change does not cause a material adverse effect to the Debenture      Holders.                                                                                                                                                  |
|   |                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | 24.5                                                          | The      Company shall give the Debenture Holders a notice of any such change, in      accordance with Section 23 hereof, as soon as possible after its      execution.                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | 24.6                                                          | The      general meetings as stated in this section above will be convened, as      stated in the second addendum hereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | 24.7                                                          | In      any case of use of the right of the Trustee in accordance with this      section above, the Trustee shall be entitled to demand that the Debenture      Holders give to it or to the Company their certificates, for noting a      comment concerning any such settlement, waiver, change or amendment and      according to the demand of the Trustee, the Company shall note such a      comment in the certificates that are given to it. In any case of use of      the right of the Trustee pursuant to this section, the Trustee shall      announce this, within a reasonable time, in writing, to the Debenture      Holders. |
|   |                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 25.    | Register of Debenture      Holders and Transfer of Debentures |
|   |                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |   |
|   |                                                          | 25.1.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | The      Company shall keep and maintain in its Registered office a register of the      Debenture Holders, listing the names of the Debentures Holders, their      addresses and the number and par value of the Debentures registered to      their name. The |

----

|   |                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | register      will also list any transfer of title to the Debentures. The Trustee and      any Debenture Holder will be entitled, at any reasonable time, to inspect      this Register. The  Company is entitled to close the register from      time to time or for a period or periods that do not exceed an aggregate of      thirty (30) days a year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|--------|---------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                      | 25.1.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | The      Company will not be required to note in the Registers of Debenture Holder      any notice concerning explicit, implicit or putative Trust, or      hypothecation or pledging of any kind or any equity, claim or offset right      or any other right, concerning the Debentures. The Company will only      recognize the ownership by the person whose name the Debentures are listed      under, as long as the legal heirs, administrators of estate or executors      of the will of the registered owner or any person who will be entitled to      the Debentures due to the bankruptcy of any registered owner (and in the      case of a corporation - due to the liquidation thereof) will be entitled      to register as the Holders thereof, after giving evidence that in the      opinion of the Company is satisfactory for proving the right of any of the      above to be registered as the Holder thereof. |
|   |                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
| 26.    | Release                                                                   |
|   |                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
|   | 26.1                                                                      | Once      it is proved to the satisfaction of the Trustee that all of the Debentures      have been paid up, redeemed or when the Company deposits in the trust of      the Trustee sums of money that are enough for redeeming all of the      Debentures, and once it is proved to the satisfaction of the Trustee that      all of the undertakings and expenses made or sustained by the Trustee      concerning the Deed of Trust and the instructions thereof have been fully      paid up, the Trustee shall be required, upon the first demand of the      Company, to act with the sums that have been deposited for Debentures      whose redemption is not required according to the conditions stated      herein. |
|   |                                                                      |
| 27.    | Appointment of a New      Trustee and Expiry of the Tenure of the Trustee |
|   |                                                                      |
|   | 27.1                                                                      | The      provisions of the Securities Law will apply to the tenure of the Trustee      and the expiration thereof and the appointment of a new Trustee. Subject      to the provisions of the Law, the Trustee and any Trustee replacing it      will be entitled to resign from their functions as Trustees after giving      written notice to the Company three (3) months in advance, elaborating the      reasons for resignation.                                                                                                                                                                                                                                                                                        |
|   |                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | 27.2                                                                      | The      resignation will take effect only after it is confirmed by the court, from      the day established in the confirmation. In the case of such resignation      or in the case of expiry of the tenure of the Trustee, the court is      entitled to appoint another Trustee instead of the Trustee, for a period      and under conditions as it deems fit.                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | 27.3                                                                      | The      court will be entitled to dismiss a Trustee if it does not fulfill its      duty properly or if the court finds another reason for the dismissal      thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |

----

|   | 27.4                                                                                                  | The      Holders of ten percent (10%) of the unsettled balance of the Debentures      are entitled to call a general meeting of the Debenture certificate      Holders owners. Each Meeting thus convened is allowed to decide, according      to a vote of Holders of at least fifty percent (50%) of the unsettled      balance of the Debentures, for the transfer of Trustee from its      duty.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|--------|-------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | 27.5                                                                                                  | The      Securities Authority is allowed to apply to the Court with a motion to      conclude the tenure of the Trustee, in accordance with Section 35 N of the      Law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | 27.6                                                                                                  | The      Trustee and the Company will submit an immediate report to the Securities      Authority of any such event in this section, concerning the tenure of the      Trustee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | 27.7                                                                                                  | Each      new trustee will have the same powers, authorities and other      authorizations and may act in all senses as though appointed as the      Trustee from the outset, subject to the provisions of Section 35 N of the      Law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | 27.8                                                                                                  | The      Trustee shall transfer to the new Trustee all of its records concerning      the Debenture Holders, if there are any, information about the payments      made by the Trustee through to that time, if such were effected, any      report and any information given hereby and any information that is      reasonably required for the new Trustee, and the Trustee shall transfer to      the new Trustee any sum that will be held thereby at that time concerning      the Debentures.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 28.    | Meeting of Debenture      Holders                                                                     |
|   |                                                                                                  |
|   | Meetings      of the Debenture Holders will be managed, as stated in      the second addendum hereto. |
|   |                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |   |
| 29.    | Investments of      Funds                                                                             |
|   |                                                                                                  |
|   | 29.1                                                                                                  | All      sums that the      Trustee is allowed to invest hereby will be invested thereby in bank/s, in      its name or to its order, in investments that the laws of the State of      Israel permit investing trust funds in, as it deems suitable, subject to      the terms hereof and the provisions of the law, as long as any investment      in securities will be in securities that have been given a rating of not      less than AA. If the Trustee has done so, it will not owe  the      beneficiaries of these sums other than the remuneration received from      realizing the investments less the expenses related to this investment and      managing the trust accounts, the commissions, after deducting the      mandatory payments imposed on the trust account. Out of these sums, the      Trustee shall transfer sums to the Debenture Holders that are entitled      thereto, as soon as possible after the Trustee is provided proof and      confirmations of their right to these sums to the full satisfaction of the      Trustee, after deducting its expenses and commission at the rate that is      generally employed thereby at that time. |

----

| 30.    | Applicability of the      Law                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |   |   |
|   | This      Deed and the Debentures are subject to Israeli law. On any matter that has      not been mentioned herein and in any case of a contradiction between the      provisions of the law and this Deed, the parties will act in accordance      with the provisions of Israeli law. In any case of a contradiction between      the provisions described in the Prospectus concerning this Deed and/or the      Debentures, the provisions hereof will take precedence.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |   |   |
| 31.    | Exclusive      Jurisdiction                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |   |   |
|   | The      only court that will be authorized for hearing matters related hereto and      to the Debentures attached as an appendix hereto will be competent court      in Tel Aviv Yaffo.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |   |   |
| 32.    | General                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |   |   |
|   | Without      derogating from the other provisions hereof and of the Debentures, any      waiver, extension, accommodation, silence, abstention from action (“waiver”) on the part of      the Trustee concerning the non-fulfillment or partial or incorrect      fulfillment of any of the undertakings towards the Trustee hereby and in      accordance with the Debenture will not be considered as a waiver by the      Trustee of any right but as limited consent for the particular instance on      which it has been given. Without derogating from the other provisions      hereof and the Debenture, any change in the undertakings to the Trustee      necessitates receipt of the prior written consent of the Trustee. Any      other consent, whether oral or by waiver or abstention from action or in      any way that is not in writing, will not be considered as any consent. The      rights of the Trustee hereby are independent and unconditional of each      other and are in addition to any right that the Trustee has and/or will      have by law and/or agreement (including this Deed and the      Debenture). |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |   |   |
| 33.    | Addresses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |   |   |
|   | The      addresses of the parties will be as specified in the preamble hereto, or      any other address for which an appropriate written notice is given to the      counterparty.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |   |   |
| 34.    | Certification for      MAGNA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |   |   |
|   | In      accordance with the provisions of the Securities Regulations (Signing and      Electronic Reporting) 5763 2003, the Trustee hereby approves that the      competent party of the Company report electronically to the Securities      Authority of this Deed of Trust.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |

|                           |   |                            |   |
|--------------------------------|--------|---------------------------------|--------|
| Cellcom Israel      Ltd.  |   | Hermetic Trust (1975)      Ltd. |   |

|                   |   |   |   |
|------------------------|--------|--------|--------|
| Tamar Einav,      Adv. |   |   |   |

----

| 1. | This      certificate attests that Cellcom Israel Ltd. (hereinafter: “the Company”) shall pay      the Israel Discount Bank nominees Ltd. or any party that will be the      registered owner of this Debenture (hereinafter: the “Debenture Holder (Series      D”) at the end trading on June 19 of each year before the date of      payment of the appropriate installment for the Debentures (Series D) out      of the principal of the par value of the Debentures (Series D) that are in      circulation, subject to the terms of linkage and all other terms listed in      the terms of the overleaf. |
|----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 2. | The      payments of the principal of the Debentures and the payments of the      interest will be made against delivery of the Debenture to the Company at      its registered office, as stated in the conditions of the overleaf or at      any other place announced by the company by no later than five Business      Days before the payment date. |
|----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 3. | Debentures      (Series D) are issued pursuant to the Deed of Trust (hereinafter: the      “Deed of Trust”)      of September 20 that has been signed between the Company and Hermetic      Trust (1975). (hereinafter: the “Trustee”). |
|----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 4. | The      Debentures are not secured by any collateral. All of the Debentures      (Series D) will have an equal degree of security among each other (pari passu) concerning      the undertakings of the Company pursuant to the Debentures (Series D),      without a preferential right or priority over one  another. |
|----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 5. | This      Debenture (Series D) is issued subject to the conditions listed in the      overleaf, the conditions listed in the Deed of Trust and in the      Prospectus. |
|----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

| The Conditions Listed      Overleaf |
|-------------------------------------|

| 1. | General |
|----|---------|

|   | “The      Company”  and/or "the      Issuer"                                                                                                                                           | – | Cellcom      Israel Ltd.                                                                                                                                                                                                   |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                         |    |                                                                                                                                                                                                                       |
|   | The      “Deed of      Trust”                                                                                                                                                                    | – | The      Deed of Trust that was signed between the Company and the Trustee on      September 20, 2007, including the appendices attached thereto, which      constitute an integral part thereof;                          |
|   |                                                                                                                                                                                                         |    |                                                                                                                                                                                                                       |
|   | The “Prospectus”                                                                                                                                                                                 | – | The      prospectus of the Company that is due to be published, inter alia, for the      issue of the Debentures (Series D);                                                                                               |
|   |                                                                                                                                                                                                         |    |                                                                                                                                                                                                                       |
|   | The “Debentures (Series D)”      orthe “Debentures”                                                                                                                                  | – | The      Debentures (Series D) of the Company, registered to name, that will be      issued in accordance with the Prospectus;                                                                                             |
|   |                                                                                                                                                                                                         |    |                                                                                                                                                                                                                       |
|   | The “Trustee”                                                                                                                                                                                    | – | Hermetic      Trust (1975) Ltd. and/or any party serving from time to time as a trustee      of the Debenture Holders (Series D) pursuant to the Deed of      Trust;                                                       |
|   |                                                                                                                                                                                                         |    |                                                                                                                                                                                                                       |
|   | “Register”                                                                                                                                                                                       | – | Register      of the Debenture Holders (Series D) as stated in Section 25 of the Deed of      Trust;                                                                                                                       |
|   |                                                                                                                                                                                                         |    |                                                                                                                                                                                                                       |
|   | The “Debenture Holders (Series D)”      and/or the “Debenture Holders”      and/or the “Debenture Owners      (Series D)” and/or the “Debenture      Owners” | – | The      persons whose names are listed at the time in question in the register of      the Debenture Holders (Series D) and in the case of a number of joint      Holders, the joint Holder first listed in the register; |
|   |                                                                                                                                                                                                         |    |                                                                                                                                                                                                                       |
|   | The “Debenture Certificate (Series      D)” and/or the “Debenture      Certificate”                                                                                                  | – | A      Debenture certificate (Series D) whose text appears as the first addendum      to this deed;                                                                                                                        |

----

|   | The “Law”                                                 | – | The      Securities Law, 5728 – 1968 and the regulations thereby, as effective from      time to time;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|--------|-----------------------------------------------------------------------|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                  |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | “Principal”                                               | – | The      par value of the Debentures (Series D) in circulation;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                  |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | The “Consumer Price Index” (“the      Index”) | – | The      price index known by the name of "the Consumer Price Index", which      includes fruit and vegetables, as published by the Central Bureau of      Statistics, including that index even if published by another official      body or institute, and including any official index that replaces it,      whether composed of the same data as the existing index or not. If it is      replaced by another index that is published by such a body or institute,      and that body or institute did not determine the ratio between it and the      index thus replaced, the ratio will be determined by the Central Bureau of      Statistics, and in the case of such a ratio not being determined, it will      be determined by the Trustee, who will determine, following consultation      with economic experts of his choice, the ration between the other index      and the replaced index; |
|   |                                                                  |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | The “Known Index”                                         | – | The      last known consumer price index;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                  |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | The “Basic Index”                                         | – | The      consumer price index for August 2007 that was published on September 12,      2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                  |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | The “Payment Index”                                       | – | The      consumer price index known on the date of making any payment on the      account of the principal and/or the interest;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                  |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | “Business      day”                                       | – | A      day on which most of the banks in Israel are open for conducting      transactions;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                  |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | The “Stock Exchange”                                      | – | The      Tel Aviv Stock Exchange Ltd.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                  |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | “Trade      Day”                                          | – | A      day on which transactions are made on the Tel                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |

----

|   |                              |    | Aviv      Stock Exchange Ltd;                                                                                                                                                                           |
|--------|-----------------------------------|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                              |    |                                                                                                                                                                                                    |
|   | “Meeting”             | – | A      meeting of the Debenture Holders, including a class    meeting.                                                                                                                                  |
|   |                              |    |                                                                                                                                                                                                    |
|   | “Class      meeting”  | – | A      meeting of the Debenture Holders, who have an interest that is materially      different from the interest of other Debenture Holders on the matter that      is being discussed in the meeting. |
|   |                              |    |                                                                                                                                                                                                    |
|   | The “Nominee Company” | – | The      Israel Discount Bank NomineesLtd.                                                                                                                                                              |

|   | 1.1                                     | This      Debenture is one of a series of registered to name Debentures (Series D)      to a total specified sum that will be determined in accordance with      Section 2.2 of the Prospectus. The Debentures of this series will have an      equal, pari passu      degree of security among each other concerning the undertakings of the      Company pursuant to the Debentures (Series D), without a right of      preference or priority of one over another concerning the sums      due.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|--------|-----------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                    |
| 2.     | Securing the      Debentures (Series D) |
|   |                                    |
|   | 2.1                                     | The      undertaking of the Company to repay the Debentures (principal, interest      and linkage differences) is not secured by any  collateral.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | 2.2                                     | The      Company will be allowed to pledge its assets, in part or in full, by any      pledge and in any way, to the benefit of any third party, without the need      for any consent from the Trustee and/or the Debenture    Holders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | 2.3                                     | The      Company will be allowed to sell, lease, assign, deliver or transfer in any      other way its assets, in part or in full, in any way, for benefit of any      third party, without the need for any consent of the Trustee and/or the      Debenture Holders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | 2.4                                     | For      the removal of doubt, it is clarified that the Trustee has no duty to      examine, and in fact the Trustee has not examined, the need for providing      collateral for securing the payments to the Debenture Holders. In its      entering the engagement in this Deed of Trust, and with the consent of the      Trustee to serve as the trustee for the Debenture Holders, the Trustee      does not express its opinion, implicitly or explicitly, as to the ability      of the Company to fulfill its undertakings towards the Debenture Holders.      The foregoing does not derogate from the duty of the Trustee by law      and/or, nor does it derogate from the duty of the Trustee (to the extent      that this duty applies to the Trustee according to any law) to examine the      effect of changes in the Company from the date of the Prospectus onwards,      to the extent that these may adversely affect the ability of the Company      to fulfill its undertakings to the Debenture  Holders. |

----

|   | 2.5 | The      Debentures will be in an equal pari passu degree of      security among themselves concerning the undertakings of the Company      pursuant to the Debentures, without precedence or preference over each      other. |
|--------|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 3.     | Date of Repayment of      the Principal of the Debentures (Series D)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | Subject      to all of the other terms of the Debentures (Series D), the principal of      the Debentures (Series D) will be repaid in five (5) equal annual      installments on July 1 in each of the years 2013 to 2017 (inclusive). The      principal of the Debentures (Series D) is linked to the Consumer Price      Index as specified in Section 5 below.                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.     | The      Interest                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | The      unsettled balance of the principal of the Debentures (Series D) in      circulation will bear annual interest at a rate that will be determined in      accordance with Section 2.2 of the Prospectus. The interest for the      Debentures (Series D) is linked to the Consumer Price Index as specified      in Section 5 below.                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | The      interest for the Debentures (Series D) will be paid in annual      installments, on July 1 of each of the years 2008 to 2017 (inclusive), For      the period of the twelve (12) months ending on the last day before each      such date, except the first interest period, for which the proportionate      part of the interest will be paid (calculated based on 365 days a year)      for the period starting on the first day of trading after the tender (the      settlement day) and ending on June 30, 2008. The first interest payment      for the Debentures (Series D) will be on July 1, 2008. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | The      Company will announce by immediate report, within a Business Day of the      date of establishing the interest for the tender, the interest rate during      the first interest period. The last payment of the interest for the      Debentures (Series D) will be made on July 1, 2017, with the last payment      of the principal of the Debentures (Series D), against the handover of the      Debentures Certificates (Series D) to the Company.                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | Income      tax (see Section 2.3 of the Prospectus) will be deducted from each payment      of interest for the Debentures (Series D), according to the      law.                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 5.     | Terms of Linkage of      the Principal and the Interest                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | The      principal of the Debentures and the interest for the principal will be      linked to the Consumer Price Index based on the Basic Index, as      follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | If      it is found, on the date of repayment of any installment on the account of      the principal and/or the interest for the Debentures, that the payment      index for that date has increased relative to the Basic Index, the Company      will pay that installment of principal and/or interest increased relative      to the rate of the change in the Payment Index compared to the Basic      Index. However, if it is found that the Payment Index is identical to the      Basic Index or is lower, the Payment Index will be the Basic      Index.                                                   |

----

| 6.     | Payments of the      Principal and the Interest of the Debentures |
|--------|-------------------------------------------------------------------|
|   |                                                              |
|   | 6.1                                                               | Each      installment on the account of the principal for the Debentures (Series D)      will be paid to the Debenture Holders (Series D) whose names are listed in      the Register of Debenture Holders (Series D) of the Company as Holders on      the end of June 19 of each year before the date of payment of the      appropriate installment for the Debentures (Series D) (the “Determinant Day for Payment of      the Principal of the Debentures (Series D)”). |
|   |                                                              |   |
|   |                                                              | Each      installment on the account of the interest for the Debenture (Series D)      will be paid to the Debenture Holders (Series D) whose names are listed in      the in the Register of Debenture Holders (Series D) of the Company as      Holders on the end of June 19 of each year before the date of payment of      the appropriate installment for the Debentures (Series D) (the “Determinant Day for Payment of      the Interest of the Debentures (Series D)”). |
|   |                                                              |   |
|   |                                                              | Notwithstanding      the foregoing, the last installment of the principal and the interest for      the Debentures (Series D) will be paid against delivery of the Debentures      Certificates (Series D) to the Company, at its registered office or      anywhere else as advised by the Company, by no later than five (5)      Business Days before the day stated for payment of the last      installment. |
|   |                                                              |   |
|   | 6.2                                                               | In      any case of the date of payment of the last installment on the account of      principal and/or interest falls on a day that is not a Business Day, the      payment date will be deferred to the first Business Day thereafter without      additional payment, interest or linkage. |
|   |                                                              |   |
|   | 6.3                                                               | Payment      to beneficiaries will be made by checks or by bank transfer to the credit      of the bank account of the persons whose names are listed in the Register      of the Debenture Holders and that is indicated in the details that they      give to the Company in writing in advance, in accordance with the      provisions of subsection 6.4 below. If the Company cannot, for any reason      that does not depend thereupon, pay any sum to the entitled parties, the      provisions of Section 7 below will apply. |
|   |                                                              |   |
|   | 6.4                                                               | A      Debenture Holder that will be interested in informing the Company of the      details of the bank account for crediting it with payments pursuant to the      Debentures as stated above, or change these account detail or instructions      concerning the mode of payment, may do so by notice to the company by      registered letter. However, the Company will fulfill the instruction only      if it reaches its registered office at least thirty (30) days before the      determining Date for payment of any installment pursuant to the      Debenture. |
|   |                                                              |   |
|   |                                                              | In      the case of the notice being received by the Company belatedly, the      Company shall act thereby only concerning installments whose Determinant      Payment Date  is after the |

----

|   |                                                                               | date      of payment  which is near to the day of receipt of the      notice.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|--------|------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | 6.5                                                                                | If a      Debenture Holder who is entitled to such a payment has not given the      Company in advance details concerning its bank account, any installment on      the account of the principal and interest will be made out by a check that      will be sent by registered mail to its last address listed in the Register      of the Debenture Holders. Sending of a check to a beneficiary by      registered mail as stated above will be considered, for all intents and      purposes, as payment of the sum specified therein on the date of its      mailing, as long as it is duly paid upon its presentation for      collection.                                                                                                                               |
|   |                                                                               |
| 7.     | Abstention from      Payment for a Reason that does not Depend on the      Company |
|   |                                                                               |
|   | 7.1                                                                                | Any      sum that is due to the debenture Holder that is not actually paid for a      reason that does not depend on the Company, while the company was prepared      to pay it, will cease to bear interest and linkage differences from the      date stated for its payment, whereas the Debenture Holder will be entitled      only to the sums that it would have been entitled to on the date stated      for repayment of that sum on the account of the principal, the linkage      differences or the interest.                                                                                                                                                                                                                                                      |
|   |                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | 7.2                                                                                | The      Company will deposit with the Trustee by no later than 14 business days      from the date stated for that payment, the sum of the payment that has not      been paid for a reason that does not depend on the Company, and such a      deposit will be considered as settlement of that payment, and in the case      of settlement of all dues pursuant to the Debenture, as redemption of the      Debenture.                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | 7.3                                                                                | The      Trustee shall deposit in a bank the sums that will be transferred thereto      as stated in Section 7.2 above, to the credit of those Debenture Holders      and will invest it in investments permitted hereby that are securities of      he State of Israel or other securities that the laws of the State of      Israel permit investment of the trust money in, as the Trustee deems fit      and subject to the provisions of the law. Should the Trustee do so, it      will not owe the beneficiaries for sums other than the remuneration that      is received from realizing the investments less the expenses, commissions      and mandatory payments, if any that are related to the said investment in      managing the trust account less its fee. |
|   |                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | 7.4                                                                                | The      Trustee shall transfer to each Debenture Holder for which sums and/or      funds due to the Debenture Holders have been deposited with the Trustee,      out of sums thus deposited, less all expenses, commissions, the mandatory      payments and its fee, against presentation of the proof that is required      by the Trustee, to the full satisfaction  thereof.                                                                                                                                                                                                                                                                                                                                                                                             |

|   | 7.5 | The      Trustee shall keep these sums and invest them in the above mentioned      manner until one year elapses from the final redemption date of the      Debentures. After this date, the Trustee shall transfer to the Company      these sums, including profits that result from |
|--------|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

|   |                                                                  | their      investment, less its expenses and other expenses incurred in accordance      with the provisions of this Deed of Trust (such as service provider fees,      etc.) to the extent that these remain in its possession on that date. The      Company shall keep these sums in trust for an additional year from the day      of their transfer thereto by the Trustee, for the Debenture Holders that      are entitled to those sums, and with regard to the sums that are      transferred thereto by the Trustee as stated above, the provisions of      Section 7.3 of this Deed of Trust will apply, mutatis mutandis. Upon      the transfer of the sums from the Trustee to the Company, to the      satisfaction of the Trustee, the Trustee shall be exempt from payment of      such sums to the entitled Debenture Holders. The Company shall approve to      the Trustee in writing the holding of the sums and the receipt thereof in      trust for the said Debenture Holders, and will indemnify the Trustee for      any claim and/or expense and/or damage of any type that it sustains due to      and for the said money transfer, as long as the Trustee has acted      reasonably. The Company shall keep these sums in trust for the Debenture      Holders that are entitled to these sums for an additional year from the      day of their transfer to it from the Trustee. Sums that are not demanded      from the Company by a Debenture Holder two years from the final repayment      date of the Debentures will be transferred to the Company, which will be      entitled to use the remaining sums for any purpose. |
|--------|-----------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                  |
| 8.     | The register of the      Debenture Holders and transfer of Debentures |
|   |                                                                  |
|   | 8.1                                                                   | The      Company shall keep and maintain in its registered office a Register of the      Debenture Holders, listing the names of the Debentures Holders, their      addresses and the number and par value of the Debentures registered to      their name. The register will also list any transfer of title to the      Debentures. The Trustee and any Debenture Holder will be entitled, at any      reasonable time, to review this Register. The Company is entitled to close      the Register from time to time or for a period or periods that do not      exceed an aggregate of thirty (30) days a year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | 8.2                                                                   | The      Company will not be required to note in the Debenture Holder registers any      notice concerning explicit, implicit or putative Trust, or hypothecation      or pledging of any kind or any equity, claim or offset right or any other      right, concerning the Debentures. The Company shall only recognize the      ownership of the person whose name the Debentures are listed under, as      long as the legal heirs, administrators of estate or executors of the will      of the registered owner or any person who will be entitled to the      Debentures due to the bankruptcy of any registered owner (and in the case      of a corporation - due to the liquidation thereof) will be entitled to      register as the Holders thereof, after giving evidence that in the opinion      of the Company is satisfactory for proving the right of any of the above      to be registered as their Holder thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                  |
| 9.     | The Debenture      Certificates (Series D), their Split and  Transfer |

----

|   | 9.1    | For      the Debentures that are listed to one Holder, one certificate will be      issued, or at its request, a number of certificates will be issued (the      certificates referred to in this section will be referred to hereinafter      as: the “Certificates”).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | 9.2    | Each      Certificate may be split into certificates whose total principal equals      the sum of the par value of the Debentures that have been included in a      Certificate whose split has been requested, as long as the new Debenture      Certificates that are issued will be to par value sums in whole New      Israeli Shekels, in accordance with a split request that has been signed      by the registered owner of that Debenture Certificate, against the      provision of that Debenture Certificate to the Company at its registered      office for effecting the split. The split shall be made within seven (7)      days of the end of the month on which the Certificate along with its split      request were provided at the registered office of the Company. All of the      expenses and commissions involved in the split, including stamp tax and      other duties, if any, will apply to the party requesting the      split.                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | 9.3    | The      foregoing will apply accordingly to allocation letters, as long as they      have not been replaced with Certificates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | 9.4    | The      Debentures may be transferred concerning any par value sum, as long as it      is in whole New Israeli Shekels. Any transfer of the Debentures that is      not performed through the trading system of the Stock Exchange will be      made out according to a transfer deed that is made out in a generally      accepted format for transferring shares, duly signed by the registered      owner or the legal representatives thereof, and by the transferee or the      legal representatives thereof, which will be delivered to the Company at      its registered office along with any other proof that is required by the      Company for proving the right of the transferor to their transfer and the      identity thereof. If any stamp tax or other mandatory payment applies to      the deed of transfer of the Debentures, the company will be given proof of      their payment by the requester of the transfer, which will be to the      satisfaction of the Company. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | 9.5    | It      is clarified hereby that all of the expenses and commissions involved in      the transfer, including stamp tax and other mandatory payments and duties,      if any, will be borne by the party requesting the transfer only. The      Company shall be allowed to keep the deed of transfer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | 9.6    | In      the case of a transfer of only part of the sum of the specified principal      of the Debentures in the Certificate, the Certificate will be split first      as specified in Section 9.2 above into a number of Debenture Certificates      as required thereby, in such a manner that the total sums of the principal      specified therein is equal to the sum of the specified principal of the      said Debenture Certificate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | 9.7    | After      fulfillment of all of the conditions stated above, the transfer will be      registered in                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |

----

| 10.    | Delisting of the      Debentures from trade initiated by the Stock    Exchange                                                                                                                                                                                                                                                         |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                   |
|   | If      the Stock Exchange decides to delist the Debentures (Series D) because the      value of the series falls below the minimum sum stated in the guidelines      of the Stock Exchange, the Company will not perform immediate redemption      of the Debentures (Series D), but the Debentures will be delisted from      trade. |
|   |                                                                                                                                                                                                                                                                                                                                   |
| 11.    | Purchase of the      Debentures (Series D) by the Company and/or by a    subsidiary                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                   |
|   | 11.1                                                                                                                                                                                                                                                                                                                                   | The      Company shall issue the Debentures under conditions as specified in the      Prospectus and in the Debentures and will not secure them with any      collateral. |
|   |                                                                                                                                                                                                                                                                                                                                   |   |
|   | 11.2                                                                                                                                                                                                                                                                                                                                   | The      Company reserves the right to purchase at any time, within or without the      Stock Exchange, Debentures (Series D) at any price of its choosing,      without prejudice to the obligation of repayment of the Debentures      remaining in circulation as specified above. The Debentures that will be      purchased by the Company will be cancelled and delisted from trade on the      Stock Exchange, and the Company will not be allowed to re-issue      them. |
|   |                                                                                                                                                                                                                                                                                                                                   |   |
|   | 11.3                                                                                                                                                                                                                                                                                                                                   | A      subsidiary of the Company and/or the controlling shareholder and/or      companies under the control of the controlling shareholder of the Company      (“Affiliated Company”) are allowed to purchase and/or sell from time to      time within or without the Stock Exchange, including by way of issuance by      the Company, Debentures at any price of their choosing and sell them      accordingly. The Debentures thus held by the allied corporation will be      considered as an asset of the affiliated company, and if they are listed      for trading, they will not be delisted from trade on the Stock Exchange      other than subject to the rules of the Stock Exchange. |
|   |                                                                                                                                                                                                                                                                                                                                   |   |
|   |                                                                                                                                                                                                                                                                                                                                   | On      the matter of holding Meetings of Holders of Debentures, the provisions of      Section 2.19 of the second addendum to this Deed will    apply. |
|   |                                                                                                                                                                                                                                                                                                                                   |   |
|   | 11.4                                                                                                                                                                                                                                                                                                                                   | The      Company is allowed, at any time and from time      to time, without needing the consent of the Debenture Holders or the      Trustee, to issue, including to an allied corporation, Debentures of a      different type and/or of different series and/or other securities, whether      secured or unsecured, whether granting a right of conversion into shares      of the Company or not granting such right, whether by public offering      pursuant to a prospectus or otherwise, under terms of redemption,      interest, linkage, discounting, repayment rate in the case of liquidation      and other conditions, as the Company sees fit, whether they are preferable      to the terms of the Debentures (Series D) issued pursuant to the      Prospectus, equal to them or inferior tothem. |

|   | 11.5 | Without      derogating from the foregoing, the Company is allowed, at any time and      from |
|--------|------|-----------------------------------------------------------------------------------------------|

----

|   |                                                                           | time      to time, without needing the consent of the Debenture Holders or the      trustee, to issue, including to an affiliated company, additional Series D      Debentures. The additional Debentures that will be issued, to the extent      issued, including their conditions and resulting rights, will be identical      and as the existing Debentures, and will together constitute one series      for all purposes (it is clarified that in the case of such issuance, the      offerees to whom additional Debentures will be issued will not be entitled      to payment of principal and/or interest whose determinant payment date      preceded the issuance date). The provisions of the Deed of Trust will      apply to these additional Debentures. The Company shall publish an      immediate statement on such an issuance of additional Debentures and will      apply to the Stock Exchange in an application to list these additional      Debentures for trading these additional Debentures therein. In the case of      expansion of the series of the Debentures (Series D) as above, the fee of      the Trustee shall be increased in proportion to the increase of the size      of the series. |
|--------|--------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                           | The      Company shall inform the Trustee and the Debenture Holders of the issue of      these additional Debentures.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                           | This      right of the Company does not exempt the Trustee from examining such an      issuance, to the extent that such a duty is imposed on the Trustee by law,      and it does not derogate from the rights of the Trustee and of the Meeting      of the Debenture Holders according to the Deed of Trust, including their      right to make the Debentures immediately payable as stated in Section 16      below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | 11.6                                                                           | The      Debentures have been issued in their par value, i.e. without discount. The      Company reserves the right to allocate the Debentures following an      expansion of the series at a different discount rate (higher or lower)      than the discount rate of the Debentures then in circulation (including      due to issuance at a price that reflects a different discount rate). The      discounted allocation of the Debentures originating from expansion of the      series of the Debentures at a rate exceeding the discount rate established      for the Debentures before the expansion may adversely affect the state of      the Debenture Holders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | 11.7                                                                           | The      provisions of this Section 11 above itself do not bind the Company or the      Debenture Holders to purchase Debentures or sell the Debentures in their      possession.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | 11.8                                                                           | Wherever      the rules of the Stock Exchange apply or will apply to any action      according to this Deed of Trust, they will have preference over the      provisions hereof, and the dates of such an action will be determined in      accordance with the rules of the Stock Exchange.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                           |
| 12.    | Waiver; Settlement and      Changes in the Terms of the Debentures (Series  D) |
|   |                                                                           |

|   | 12.1 | Subject to the provisions      of the Law and the regulations promulgated and/or that will |
|--------|------|-------------------------------------------------------------------------------------------------|

----

|   |   | be      promulgated thereby, the Trustee shall be allowed, from time to time and      at any time, if it is convinced that this does not in its opinion infringe      upon the rights of the Debenture Holders, to waive any violation or      non-fulfillment of any of the terms hereof by the Company, as long as      these do not relate to the terms of repayment of the Debentures and the      grounds for calling for immediate repayment as specified in Section 16      below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | 12.2   | Subject      to the provisions of the Law and the regulations promulgated and/or that      will be promulgated thereby, the Trustee is allowed, whether before or      after the principal of the Debentures is called for immediate repayment,      to settle with the Company concerning any right or claim of the Debenture      Holders and agree with the Company to any arrangement concerning the      rights of the Debenture Holders, including waiving any right or claim of      the Debenture Holders towards the Company hereby. If the Trustee settles      with the Company after having received prior approval of the Debenture      Holders as stated above, the Trustee shall be exempt of liability for this      action, as approved by the general Meeting. The foregoing does not exempt      the Trustee from responsibility for its actions until the date of making a      decision of the Meeting of the Holders and/or its actions concerning its      application. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | 12.3   | Subject      to the provisions of the Law and the regulations promulgated and/or to be      promulgated thereby, the Trustee and the Company may, whether before or      after the principal of the Debentures is called for immediate repayment,      change the Deed of Trust (including a change in the conditions of the      Debentures), if one of the following is fulfilled:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   | 12.3.1 The Trustee is      satisfied that the change does not adversely affect the Debenture      Holders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   | 12.3.2 The Debenture      Holders have agreed to the proposed change, by a special decision as      specified in Sections 2.4 and 2.10 of the second addendum      hereinafter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | 12.4   | The      Trustee shall be entitled, at the request of the Company from time to      time, to make changes in the Deed of Trust and/or in the Debentures, as      required by a Securities Authority and/or the Stock Exchange and/or any      other governmental authority, for the purpose of listing the Debentures      for trade on the Stock Exchange, as long as the Trustee is satisfied that      the change does not cause a material adverse effect to the Debenture      Holders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | 12.5   | The      Company will give the Debenture Holders a notice of any such change, in      accordance with Section 17 hereof, as soon as possible after its      execution.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | 12.6   | The      general meetings as stated in this section above will be convened, as      stated in the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |

----

|  |   | second      addendum of the Deed of Trust. |
|--|--------|--------------------------------------------|

|   | 12.7                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | In      any case of use of the right of the Trustee in accordance with this      section above, the Trustee shall be entitled to demand that the Debenture      Holders give to it or to the Company their certificates, for noting a      comment concerning any such settlement, waiver, change or amendment and      according to the demand of the Trustee, the Company will note such a      comment in the certificates that are given to it. In any case of use of      the right of the Trustee pursuant to this section, the Trustee shall      announce this, within a reasonable time, in writing, to the Debenture      Holders. |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 13.    | Meeting of Debenture      Holders (Series D)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | General      meetings of the Debenture Holders (Series D) will be convened and managed,      as stated in      the second addendum of the Deed of Trust.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 14.    | Receipts as      proof                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | 14.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | A receipt from the      Debenture Holder for the sums of the principal, the interest and the      linkage differences that have been paid thereto by the Trustee for that      Debenture will release the Trustee categorically in all matters related to      payment of the sums stated on the receipt.                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | 14.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Until      the end of the period specified in Section 7.5 above, a receipt from the      Trustee concerning the deposit of the sums of the principal, the interest      and the linkage differences in its possession to the benefit of the      Debenture Holders as stated in this Deed will be considered as a receipt      from the Debenture Holders for the sums specified  therein.                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | 14.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | The      sums distributed as stated in Sections 7 and 14 hereof will be considered      as payment on the account of the repayment of the    Debentures.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 15.    | Replacement of      Debenture Certificates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | In      the case of a Debenture Certificate wearing out, being lost or destroyed,      the Company shall be entitled to issue in its place a new Certificate of      the Debentures, under the same conditions concerning proof,      indemnification and coverage of the expenses sustained by the Company for      inquiring as to the right of ownership of the Debentures that the      certificate thus replaced relates to, as the Company deems      fit,  provided that in the case of wear, the worn out Debenture      certificate will be returned to the Company before the new Certificate is      issued. Taxes, duties and other expenses involved in the issue of the new      Certificate will be borne by the party requesting this    Certificate. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 16.    | Immediate      Repayment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | 16.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | In      one or more of the events enumeratedbelow:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |

----

|   | 16.1.1        | If      the Company does not repay any sum that is due from it connection to the      Debentures within 45 days of the maturity of that sum.                                                                                                                                                                                                                                                                                                                                                                                                                          |
|--------|---------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | 16.1.2        | If a      temporary liquidator has been appointed by a court, or if a valid      resolution has been adopted to liquidate the Company (other than      liquidation for merging with another company and/or restructuring of the      Company) and this appointment or resolution is not cancelled within 30      Business Days of being given.                                                                                                                                                                                                                        |
|   |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | 16.1.3        | If      an attachment is imposed on some or all of the material assets of the      Company and the attachment is not removed within 60  days.                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | 16.1.4        | An      execution action is carried out against a material asset of the Company,      in part or in full, and the action is not cancelled within 90      days.                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | 16.1.5        | If a      receiver is appointed for the Company and/or some or all of its material      assets, and the appointment is not cancelled within 90    days.                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | 16.1.6        | If      the Company ceases the payments of the Debentures and/or announces its      intent to cease the payments of the Debentures.                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | 16.1.7        | If      the Company discontinues its business affairs or managing its business      affairs, as they are from time to time, and/or announces its intent to      cease in engaging in or managing its business affairs as shall be from      time to time.                                                                                                                                                                                                                                                                                                             |
|   |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | 16.1.8        | If      another series of Debentures that the Company has issued is called for      immediate repayment other than according to a resolution of the      Company.                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | 16.1.9        | If      an order for staying of proceedings is given or if a motion has been filed      concerning the Company to make an arrangement with the creditors of the      Company pursuant to Section 350 of the Companies Law (other than for      merging with another company and/or restructuring of the Company) against      the Company and this order or motion is not cancelled within 90 days of      commencement thereof.                                                                                                                                      |
|   |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |  16.1.10 | If      the Company is wound up or struck for any reason.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | 16.1.11       | A      fundamental breach of the terms of the Debentures and the Deed of Trust,      including if it is found that the undertakings of the Company in the      Debentures or herein are incorrect and/or incomplete, provided a notice      has been given to the Company to rectify the violation and the Company      does not correct such a violation within 14 Business Days of issue of the      notice, and provided that the payments to the Debenture Holders and/or the      rights thereof are infringed or may be infringed as a      result.   |
|   |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | 16.1.12       | If      there is material concern that the Company will discontinue the payments      of                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |

----

|   |   |                                                                                                                                                                                                                                                                | the Debentures and/or there is      material concern that it will cease in managing its business affairs as      shall be from time to time.                                         |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                |                                                                                                                                                                                 |
|   |   | 16.1.13                                                                                                                                                                                                                                                             | In      the occurrence of any other event that constitutes material infringement      and/or may cause material infringement of the rights of the Debenture      Holders (Series D). |
|   |   |                                                                                                                                                                                                                                                                |                                                                                                                                                                                 |
|   |   | For      the purposes of this entire section, "Material Asset" is an asset whose      value in the books of the Company exceeds 20% of the income of the Company      according to its last (audited) consolidated annual statements on the date      of the event. |
|   |   |                                                                                                                                                                                                                                                                |                                                                                                                                                                                 |
|   | 16.2   | In      the occurrence of any of the events listed in Section 6.1 above, the      following provisions will apply:                                                                                                                                                  |

|   | 16.2.1 | (A)  In the      case of any of the events in Sections 16.1.1 to 16.1.10 (inclusive) above,      the Trustee will be required to call a Meeting of the Debenture Holders      (Series D); or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |   | (B)  In the case of      any of the events in Sections 16.1.11 to 16.1.13 (inclusive) above, the      Trustee will be allowed (but not required) to call a meeting of the      Debenture Holders (Series D), but the Trustee will be required to call a      meeting of Holders by a written request of Holders of at least ten percent      (10%) of the par value of the unsettled balance of the principal of the      Debentures in circulation, as specified in Section 1.1 of the second      addendum hereto.                                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | 16.2.2 | The      date of convening the Meeting, which will be called in accordance with the      provisions of Section 16.2.1 A or B above, will be 30 days after the date      of its calling (or a shorter term in accordance with the provisions of      Section 16.2.5 below), whose agenda will have a resolution concerning      calling for immediate repayment the entire unsettled balance of the      Debentures (Section D), due to the occurrence of any of the events      specified in Section 16.1 above, as relevant.                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | 16.2.3 | In      the case that until the date of convening of the Meeting, none of the      events specified in Section 16.1 above has been canceled or removed, and      the Meeting of the Debenture Holders as stated resolve to call all of the      unsettled balance of the Debentures for immediate repayment as a Special      resolution (as defined in the second addendum hereto), the Trustee will be      required, within a reasonable time, to call all of the unsettled balance      of the Debentures (Series D) for immediate repayment, as long as it has      given the Company at least 15 days written warning of its intent to do so      and the event for which the resolution was adopted has not been canceled      or removed within this period. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | 16.2.4 | A      copy of the      notice for calling the Meeting will be sent by the Trustee to the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |

----

|   |   | Company      as soon as the notice is published and will constitute advance written      warning to the Company of the intent to act to call the Debentures for      immediate repayment.                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | 16.2.5 | The      Trustee is entitled, at its discretion, to reduce the count of 30 days (in      Section 16.2.2 above) and/or the said 15 days of warning (in Section      16.2.3) in the case of the Trustee opining that any deferral in calling      the debt of the Company for repayment endangers the rights of the      Debenture Holders (Series D), but in any case the Trustee shall not do so      without first applying to the Company in writing 7 Business Days before      the date of the meeting, indicating the reasons for reducing the time, at      the discretion of the Trustee in the circumstances at  hand. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | 16.2.6 | The Trustee will be      responsible for reporting to the Debenture Holders of the occurrence of      any of the events specified in Sections 16.1.11 to 16.1.13 (inclusive)      above, whether pursuant to publications that the Company has made or      according to a notice of the Company that will be sent to it according to      the provisions of Section 24 below, soon after it being brought to its      attention or delivered to it.                                                                                                                                                                      |

| 17.    | Notices |
|--------|---------|
|   |    |   |   |
|   | 17.1    | Any      notice from the Company and/or the Trustee to the Debenture Holders, as      relevant, shall be given as follows: |
|   |    |   |   |
|   |    | 17.1.1 | By      reporting in the MAGNA system of the Securities Authority; the Trustee is      allowed to instruct the Company and the Company will be required to report      forthwith in the MAGNA system on behalf of the Trustee any report in the      format as forwarded in writing by the Trustee to the Company); and      by |
|   |    |   |   |
|   |    | 17.1.2 | A      notice that will be published in two widely distributed daily newspapers      that are published in Israel in Hebrew; |
|   |    |   |   |
|   | 17.2    | Any      notice or demand from the Trustee to the Company may be given by a letter      that is sent by registered mail to the address stated herein, or to any      other address that the Company informs the Trustee of in writing, or by      transmission by facsimile or by courier and any such notice or demand will      be considered as having been received by the Company: (1) in the case of sending by registered mail – three business days      from the day of mailing thereof; (2) in the case of transmission by      facsimile (along with a telephone check of receipt thereof) – one business      day from the day of its transmission; (3) and in the case of sending by      courier – upon its delivery by the courier to the addressee or the      offering thereof to the addressee for receipt, as relevant. |
|   |    |   |   |
|   | 17.3    | Any      notice or demand from the      Company to the Trustee may be given by a letter that is |

----

|   |   | sent by registered mail to the address stated herein, or to another      address that the Trustee informs the Company of in writing, or by      transmission by facsimile or by electronic mail (“email”) or by courier      and any such notice or demand will be considered as having been received      by the Trustee: (1) in the case of sending by registered mail – three      business days from the day of mailing thereof; (2) in the case of      transmission by facsimile or by email (along with a telephone check of      receipt thereof) or sending by courier – upon its delivery by the courier      to the addressee or the offering thereof to the addressee for receipt, as      relevant. |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | 17.4   | Copies      of notices and invitations that the Company gives to the Debenture Holders      will also be sent by the Company in an Immediate Report, a copy of which      will be given to the Trustee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |

----

| Cellcom      Israel Ltd. |
|--------------------------|

| Second      Addendum |
|----------------------|

| Meetings of the      Debenture Holders (Series D) |
|---------------------------------------------------|

| 1.     | Calling      of Meetings of the Debenture Holders: |
|--------|----------------------------------------------------|
|   |                                               |
|   | 1.1                                                | The      Trustee or the Company may call a Meetings of the Debenture Holders. If      the Trustee and/or the Company calls such a Meeting, they must send      immediately a written notice to the Trustee and/or the Company, as      relevant, regarding the site, the day and the time on which the Meeting      will be held and on the matters to be brought for discussion therein, and      the Trustee or the Company, as the case may be, or a representative      thereof, will be entitled to participate in such a Meeting without them      having a voting right. The Company will be required to call a general      meeting by written request of the Trustee or of the Debenture Holders      holding at least ten percent 10%) of the unsettled balance of the      principal of the Debentures in circulation, as relevant. The Trustee shall      be required to call such a Meeting, at the written request of the Holders      of at least ten percent (10%) of the par value of the unsettled balance of      the principal of the Debentures in circulation. If the parties asking to      call the Meeting are the Debenture Holders, the Company and/or the      Trustee, as relevant, are entitled to demand from the requesting parties      indemnification for the reasonable expenses involved    therein. |
|   |                                               |   |
|   | 1.2                                                | Fourteen      (14) days advance notice will be given of each Meeting of the Debenture      Holders, which will elaborate the place, the day and the time of the      Meeting, and will indicate in general the subjects that will be discussed      in the meeting. The Trustee is allowed, at its discretion, to shorten the      duration of the advance notice if it sees that a deferral in calling the      Meeting will cause material infringement of the rights of the Debenture      Holders. |
|   |                                               |   |
|   | 1.3                                                | In      case of the purpose of the Meeting being a discussion and adopting a      special resolution as defined in Section 2.4 and 2.10 of this addendum      hereinafter, the notice will elaborate, in addition to the foregoing, the      principle of the proposed decision. No resolution that has been duly      adopted in a Meeting thus called will be disqualified if notice is not      given, erroneously to all of the Debenture Holders, or if such notice has      not been received by all of the Debenture Holders. |
|   |                                               |   |
|   | 1.4                                                | Any      such notice from the Company and/or the Trustee to the Debenture Holders      will be given by a notice that is published in two (2) widely distributed      daily newspapers that are published in Israel in Hebrew. In addition, an      immediate report will be given by the Company. Any notice that is      published as stated above will be considered as |

----

|   |                                    | having      been given to the Debenture Holders on the day of its publication as      above.                                                                                                                                                                                                                                                                                                                                                                                                           |
|--------|-----------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 2.     | Meetings      of the Debenture Holders: |
|   |                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | 2.1                                     | The      chairman of the Meeting will be a person who will be appointed by the      Trustee. If the Trustee has not appointed a chairman or he is absent from      the Meeting for half an hour from the determinant time for holding the      Meeting, the attending Debenture Holders will choose a chairmen from among      their number.                                                                                                                                                           |
|   |                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | 2.2                                     | A      Meeting of the Debenture Holders will be opened after it is proved that      there is the legal quorum for starting the discussion    present.                                                                                                                                                                                                                                                                                                                                                  |
|   |                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | 2.3                                     | Subject      to the legal quorum that is required in a Meeting that is convened for      adopting a special resolution, and subject to the legal quorum that is      required for the dismissal of a trustee pursuant to the Securities Law,      two Debenture Holders who are attending by themselves or by proxy and      together holding or representing at least a tenth (1/10) of the unsettled      balance of the Debentures in circulation at that time will constitute a      legal quorum. |
|   |                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | 2.4                                     | A      special resolution of the Debenture Holder Meeting will be required on the      following issues (“Special      Resolution”):                                                                                                                                                                                                                                                                                                                                                       |

|   |   | 2.4.1  | A      change and/or amendment to the Deed of Trust, in the case of this      requiring a resolution of a general Meeting pursuant to the Deed of      Trust                                                                                                                                                                                             |
|--------|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |   |                                                                                                                                                                                                                                                                                                                                                     |
|   |   | 2.4.2  | Any      amendment, change and/or arrangement of rights of the Debenture Holders,      whether these rights result from the Debenture, the Deed of Trust or      otherwise, or any settlement or waiver concerning these rights, in the      case of a decision of a general meeting being required for this purpose      pursuant to the Deed of Trust. |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                     |
|   |   | 2.4.3  | Calling      the Debentures for immediate repayment, in accordance with the terms of      the Deed of Trust.                                                                                                                                                                                                                                             |

|   | 2.5    | In a      meeting that is called for adopting a Special Resolution a legal quorum      will be constituted – if Holders of at least fifty percent (50%) of the      unsettled balance of the Debentures in circulation at that time are      present in the general meeting, or in a deferred meeting, if Holders of at      least ten percent (10%) of the said balance arepresent.                                                                               |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | 2.6    | If      within an half an hour of the time set for starting a Meeting, no legal      quorum is present, the Meeting will be deferred to the same day in the      following week (and in the case of this day not being a Business Day to      the Business Day immediately following it) to the same place and time,      without there being a duty to announce this to the Debenture Holders, or      to another day, place and time, as chosen by the inviting party, |

----

|   |   | which      it will announce to the Debenture Holders at least three (3) days in      advance. If no legal quorum is found in a Meeting thus deferred, half an      hour after the time established for starting the Meeting, two (2)      Debenture Holders attending by themselves or by proxy, regardless of the      par value held thereby, will constitute a legal quorum, and other than the      legal quorum required for adopting a special resolution, provided that the      instruction determining the legal quorum as above is published within the      notice of the original Meeting, provided that the notice to the Debenture      Holders of the holding of the deferred Meeting is announced in accordance      with the provisions of Section 1 hereto above, by no later than seven (7)      days before the date of holding the deferred Meeting. Such a notice may be      published within the notice of the original meeting (the general Meeting      that was deferred). |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | 2.7    | Other      than the foregoing, a Debenture Holder will not be entitled to receive any      notice of a deferred Meeting and/or of matters that will be discussed in      the deferred Meeting. Only matters that may be discussed in a Meeting will      be discussed in a deferred Meeting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | 2.8    | With      the consent of a majority in a Meeting in which a legal quorum has      attended, the chairman is allowed, and at the demand of the Meeting is      compelled, to defer the continuation of the Meeting from time to time and      from place to place, as the Meeting decides. If the continuation of the      Meeting is deferred by ten (10) days or more, a notice of the continued      Meeting will be given by way of publishing an immediate report in the      MAGNA system only.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | 2.9    | In      the vote, each Holder who is present in person or by proxy will have one      vote for each NIS 1 par value of the total specified unpaid principal of      the Debentures by which he may vote.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | 2.10   | Each      resolution will be adopted by a counting of votes. The majority that is      required for a regular resolution is a regular majority of the number of      votes represented in the vote of the Meeting (except abstainers). The      majority that is required for a Special resolution in such a Meeting is a      majority of not less than 75% of the number of votes represented in such a      vote (except abstainers).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | 2.11   | An      appointment letter that appoints a proxy will be in writing and will be      signed by the appointer or by the proxy thereof who is duly authorized to      do so in writing. If the appointer is a corporation, the appointment will      be made in writing and will be signed by the stamp of the corporation,      along with the signature of the secretary of the corporation or the      advocate of the corporation who has the authority to do so. The      appointment letter of a proxy will be made out in any generally accepted      form. A proxy is not required to be a Debenture Holder by himself. The      appointment letter and the power of attorney or the other certificate by      which the appointment letter is made out                                                                                                                                                                                                                                         |

----

|   |   | or      an approved copy of such a power of attorney will be deposited in the      registered office of the Company or at another address that the Company      announces not less than forty eight (48) hours before the time of the      Meeting for which the power of attorney has been given, unless otherwise      determined in the notice calling the Meeting. The appointment letter will      also be valid concerning any deferred Meeting of a Meeting that the      appointment letter relates to, unless stated otherwise in the appointment      letter. A vote that is made in accordance with the terms in the document      appointing a proxy will also be valid if the appointer has passed away or      been declared legally incompetent or if the appointment letter is      cancelled or the Debenture that the vote has been given for is transferred      prior to the vote, unless a written notice of the death, decisions of      legal incompetence, cancellation or transfer, as relevant, received at the      registered office of the Company before the Meeting.  |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | 2.12   | Any      corporation that owns a Debenture may, by duly signed written      authorization, empower a person as it deems fit to act as its      representative in any Meeting of the Debenture Holders, and the person who      has been authorized will be allowed to act on behalf of the corporation      that he represents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | 2.13   | Any      proposal for a resolution that is put to the vote in a Meeting of Holders      will be decided by a show of hands, unless a vote using a ballot box is      demanded by the chairman or by at least two (2) Debenture Holders, who are      present by themselves or by their proxy, whether a vote was made      previously with a raise of hands or thereafter and the vote by ballot box      will prevail. In the case of joint Holders, only the vote of the more      senior Holder wishing to vote will be accepted, whether by himself or by      his proxy, for which purpose seniority will be determined by the order in      which the names are listed in the Register of Holders.                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | 2.14   | The      Trustee shall not have a right to vote in a Meeting of the Debenture      Holder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | 2.15   | In a      vote, a Debenture Holder or the proxy thereof is allowed to vote with some      of its votes in favor of a proposal that is being discussed, and with some      against the proposal, as it deems fit.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | 2.16   | Declaration      of the chairman of the Meeting concerning adopting or rejecting a      resolution and recording of this matter in the minutes book will serve as      prima facie      evidence of this fact.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | 2.17   | The      chairman of the meeting will have a minute of the Meeting of the Debenture      Holders prepared which shall be written in the book of minutes. Each such      minutes will be signed by the chairman of the meeting or by the chairman      of the Meeting held thereafter, and all minutes thus signed will serve as      conclusive testimony of the proceedings in the Meeting, and as long as it      is not proved otherwise, any resolution                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |

----

|   |   | adopted      in such a Meeting will be considered as having been duly  adopted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | 2.18   | A      person or persons who are appointed by the Trustee, the secretary of the      Company and any other person or persons authorized by the Company will be      allowed to be present in Meetings of the Debenture Holders without a      voting right.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | 2.19   | Debentures      held by an Affiliated Company will not grant their Holders a voting right      in the general meeting of the Debenture Holders, but they will be      considered for determining the legal quorum in the general meeting, except      Debentures that will be held by an Affiliated Company that is an investor      that is one of the investors listed in the first addendum to the      Securities Law (concerning Section 15A(B)(1) of the Law) that is not      investing for itself (an "Affiliated Institutional Investor”), which will      grant voting rights in a meeting of the Debenture Holders. At the time of      holding the Meeting of the Debenture Holders, the Trustee shall check for      conflicting interests among the Debenture Holders in accordance with the      circumstances at hand and the need for calling Class Meetings in cases in      which there are differing interests among the Debenture Holders, in      accordance with the circumstances at hand. The Company and the Trustee      shall act to call Class Meetings of the Debenture Holders in accordance      with the provisions of the law, the provisions of the Securities Law and      the Regulations and promulgated there under. In the case of holding Class      Meetings, approval of a resolution requires approval in each of the Class      Meetings that are called, and in the Meeting of all of the Holders      Debentures, with the majority that is required by the provisions of the      Deed of Trust and the appendicesthereof. |

----