completion of the R&SAI deal 19/12/2007
  Pursuant to the previous Immediate Reports ,published by the company, regarding the Agreement signed on 6.6.2007, assign to Royal & Sun Alliance Insurance plc (hereinafter "R&SAI"), as stated in immediate reports dated 26th august 2007, which signed in affinity to additional arguments with R&SAI investment in GDII – Global Direct Insurance Investments B.V. (hereinafter "GDI"), a foreign company which is wholly - owned by Direct Insurance - Financial Investments Ltd (hereinafter “Direct Insurance”) the company will honored to announces that on December 4, 2007, Direct Insurance announces here that all the conditions precedent as specified in the Subscription Agreement fulfillment, as is set forth in paragraph 5 to the transaction report of the company from day 23 July 2007 (hereinafter “transaction report”) and the transaction was completed. Accordingly, R&SAI was issued shares in GDI which, after such issue, constitute 50% of GDI’s shares, so that after their issue the Company and R&SAI hold GDI's shares in equal parts.

In consideration for the issue of the Shares, R&SAI paid GDI 120 million US dollars at completion of the transaction, whilst the balance of 50 million US dollars of the Investment amount will be paid in installments by 30.6.2010.

The Company estimates that the transaction shall result in a capital gain to the Company of approximately 230 million New Israeli Shekels (before tax, if and insofar as applicable), of which approximately 160 million New Israeli Shekels to be recorded in the Company's Financial Interim Reports for the period ending on 31 December 2007 and the reminder of the estimated capital gain will be recorded in accordance to the payments of the installments of the reminder of the Investment amount.

The information regarding the estimated capital gain, is forward looking statement and the actual future capital gain may be different from that shown in this report, inter alia, because of fluctuations in the rate of exchange of foreign currency at the times of payment, profits (losses) recorded at GDI until the time of payments of such installments, and changes in accounting policy.