2011 - Bank Hapoalim

2011Bank Hapoalim

Annual Report 2011

The Bank Hapoalim Group Major Subsidiaries & Affiliates

Commercial Banks Bank Hapoalim B.M.Bank Hapoalim (Switzerland) Ltd.Bank Hapoalim (Luxembourg) S.A.Hapoalim (Latin America) S.A.Bank Hapoalim (Cayman) Ltd.Bank Pozitif Kredi Ve Kalkinma Bankasi a.s.JSC Bank Pozitiv Kazakhstan(1)

Investment HousePoalim Capital Markets - Investment House Ltd.

Trust CompaniesPoalim Trust Services Ltd.

Underwriting CompaniesPoalim I.B.I. Managing and Underwriting Ltd.

Portfolio ManagementPeilim – Portfolio Management Company Ltd.Hapoalim Securities USA, Inc.

Asset Management Poalim Sahar Ltd.PAM - Poalim Asset Management (UK) Ltd.Poalim Asset Management (Ireland) Ltd.

Financial CompaniesIsracard Ltd.Poalim Express Ltd.

(1) 100% owned by Bank Pozitif

Consolidated Financial Highlights

2011 2010 2011 2010

NIS Millions USD Millions*

Total Assets 356,688 321,089 93,349 84,033

Net Profit 2,746 2,201 719 576

Credit to the Public 246,495 225,288 64,511 58,960

Deposits from the Public 256,417 233,965 67,107 61,231

Shareholders' Equity 23,845 22,561 6,241 5,904

* US dollar figures have been converted at the representative exchange rate prevailing on December 31, 2011, NIS 3.821 = USD 1.00

Bank Hapoalim B.M. and its Consolidated Subsidiaries3

Group Profile Israel’s leading financial institution

Since its founding in 1921, Bank Hapoalim has played a pivotal role in the rapid growth of Israel’s economy. Today Hapoalim continues to be the leading financial institution in Israel. The bank maintains a global presence, operating in 20 countries throughout the world.

Bank Hapoalim is a universal bank in structure and operations. The bank boasts a very strong retail banking business with the largest distribution network in the country. Through a wide range of banking offerings it caters to consumers, SMEs and corporations across Israel.

Bank Hapoalim is the lender of choice to Israel’s largest corporations and is active in financing industrial and commercial enterprises, as well as major infrastructure projects.

The bank runs a thriving foreign trade, foreign exchange, and brokerage & custody business and maintains a global private banking arm serving private clients across the globe.

In Israel, Bank Hapoalim operates over 280 full-service branches, focusing on households, private (affluent) banking & small businesses.The bank offers a deep shelf of banking and payments products, capital market and foreign trade facilities and a full gamut of financial planning advisory services including pension and retirement planning.

Bank Hapoalim is currently strengthening its domestic presence through “express branches” for retail banking in high traffic areas, and “boutique” branches in affluent neighborhoods. Through its celebrated direct banking platform and state-of-the-art 24/7 call centers; the Bank promotes convenient, interpersonal interaction, providing customers the ability to bank through whichever technological channel they choose.

Commercial and corporate clients are professionally served through eight regional business centers, business branches and specialized industry desks for major corporate clients. The Bank, which has long been the favored financial address for Israel’s leading corporations, is now strengthening its middle market activities. A network of 22 business branches will make services more convenient and diversified, as this sector plays an expanding role in the domestic economy.

Internationally, Bank Hapoalim operates through a network of subsidiaries, branches and representative offices in the United States, Europe, South America and Asia. The Bank’s thriving Global Private Banking services, led by Bank Hapoalim (Switzerland), serves high net-worth clients from around the world, with offices in Zurich, Geneva, Luxembourg, Tel Aviv, Miami, Singapore and Hong Kong. In this competitive market, clients are attracted to the Bank’s very extensive wealth management expertise, stellar reputation and global spread. Global Private Banking activities are supported by PAM, a fully-owned subsidiary in London, which provides investment products through the world’s leading investment firms.

Building on its experience in structuring complex trade packages, the Bank is promoting its overseas corporate services, primarily targeting Israeli companies establishing or strengthening their presence in established and growth markets.

The Bank Hapoalim Group includes Isracard Ltd, Israel's leading credit card company, as well as financial companies involved in investment banking, trust services and portfolio management.

The Bank plays an active role in the community, contributing generously to educational, social and cultural projects, and encouraging personal volunteering among its employees.

Bank Hapoalim is one of the most actively traded stocks on the Tel Aviv Stock Exchange. In addition, a Level-1 ADR is traded "over-the -counter" in New York, under ticker BKHYY. The Bank is rated by Moody's, S&P and Fitch.


Letter from the Chairman of the Board and the CEO

Dear Stakeholders,

On behalf of the Board of Directors and the Board of Management we are pleased to present the annual financial statements of the Bank Hapoalim Group for 2011. During this period, Bank Hapoalim continued to successfully implement its three-year strategic plan. We achieved impressive business results and a double-digit return on shareholders' equity, in line with our stated goals.

Strategic Plan Implementation - Second YearLast year we stated that the Bank’s strategic plan would further our position as Israel’s leading bank. In 2011, the Bank successfully completed the second year of its three-year strategic plan. We are pleased to report that during this period we solidified our leading market position across most business segments and in the financial markets in Israel. Furthermore, we are proud to report that the Bank’s leadership was honored by the prestigious magazine 'The Banker' in selecting Bank Hapoalim as the "Bank of the Year" in Israel for 2011. Currently we are formulating the strategic plan for the following three years.

The year 2011 was a period of renewal for the Bank, as management concentrated its efforts on strengthening Bank Hapoalim’s growth engines. We grew our revenues across business divisions, adapting our business to the increasingly competitive environment. Ambitious, results-driven implementation of the strategic plan yielded an annual 12% return on equity, demonstrating our capacity to generate year-over-year double-digit returns for investors. Our results reflect the Bank’s strong commitment to generate stakeholder value in line with the Bank's risk appetite and the macro-economic conditions in Israel and in global markets.

The Global Economy: The long tail of the sovereign debt crisisThroughout the year 2011, the sovereign debt crisis was looming over the global economy. Buried in debt, fearing contagion from badly over-leveraged countries such as Greece, the European economy slipped into recession. European banks, in particular, came under severe pressure having purchased, in the last three years, hundreds of billions of sovereign bonds. Across the Atlantic, the United States' economy began to show signs of recovery. A recapitalized banking system was better equipped to support the American economy even as corporate America concentrated on productivity gains, cost cutting and improving balance sheets. Renewed consumer confidence replaced the general gloom, ushering in consecutive quarters of positive market returns. Emerging markets contributed 3.8% to global growth in 2011, assisted by the very expansive fiscal policy of Western nations. However, the prospects of a hard landing in the Chinese economy added to global market uncertainty, and led to significant fluctuations in capital markets.

Israel’s Economic EnvironmentDuring the first half of 2011, Israel’s economy continued to exhibit great strength. The business sector enjoyed positive momentum, as GDP growth reached 4.7%, significantly higher than expected. In the second half of 2011, the Israeli economy began to slow down in response to the European crisis and growing uncertainties about the direction of the global economy. Israeli exports declined while the over-heated real-estate market quickly cooled off. Bank of Israel responded with measured cuts in interest rates.The slowdown in economic activity, and increased pressure on companies' earnings, had an impact on the Tel Aviv Stock Exchange as well, with lower turnover on securities and an increase in yields on corporate bonds of major Israeli companies. The latter made it more difficult for these companies to refinance their outstanding debt in the capital markets. Among the outcomes were various debt arrangements in the capital market, a downturn in bond issuances and an increase in the demand for bank credit.The year 2011 was a reminder for the Israeli economy of the critical importance of strong corporate balance sheets. During the year markets saw the beginning of a gradual de-leveraging process, especially among larger companies. This is a long and often painful process, but, in the long-term, should be a healthy development for the companies themselves and the Israeli economy as a whole.


Growth Rooted in StabilityThe Bank’s performance in 2011 expressed the Board of Directors and the Board of Management’s commitment to grow the Bank through activities in line with the Bank’s risk appetite, while increasing and strengthening its capital base. This was achieved despite the implementation of accounting directives required by the Bank of Israel, which led to the reduction of over NIS 1 billion from the Bank’s capital. The positive results were attained by focusing on sustainable profitability in core banking activities. Thus, the Bank was able to increase its total capital adequacy ratio to 14.1%.The implementation of the strategic plan during 2009-2010 gave the Bank the required stability and, equally paramount, the corporate culture of commitment and motivation. In 2011, our divisions efficiently met their business goals. At the end of the year, Bank Hapoalim recorded profits of NIS 2.7 billion, an increase of about 25% from 2010.

2011 Activities and AchievementsDuring the past year, the Retail Banking Division further developed Bank Hapoalim’s strong distribution network. New branches were opened on the basis of geographic planning, based on the Bank’s strategy of strengthening its presence and relevance among segments with high potential.Protecting its customer base and pursuing new customers, the Retail Division brought to market a rich product portfolio, delivered through advanced multi-channel platforms. Employing innovative technology, developed by Hapoalim's IT Division, the bank reaffirmed its technological leadership. A series of new applications were introduced to provide solutions for all types of media and platforms used by today’s customers.The Retail Division played a key role in implementing the Bank’s strategy of improving its funding resources. In 2011, the Retail Division was able to grow deposit balances using a series of products and plans among which our branded "Dan the Saver" plans, which were met with great enthusiasm in the market.Encouraging long-term savings is in accord with the Bank’s strategy of fostering financial planning habits among its customers, as a key driver towards their financial freedom.In 2011, the Corporate Banking Division continued to lead Israel’s corporate credit market, financing the largest deals in the market, while preserving

margins and strict risk management practices.Notably, the Corporate Division was able to maintain the quality of its credit portfolio. The division began implementing the Bank’s strategy of diversifying the concentration risk in the portfolio, while attending to the credit needs of Israeli businesses during a period of economic slowdown.During 2011 the Corporate Division opened 21 business branches, producing a quantum leap in its ability to provide corporate and SME customers with the appropriate level of service. Within the division, the Commercial Banking sector actively recruited new clients and increased its scope of activities with existing clients. These measures followed the strategic plan’s goal, and led to a considerable increase in the credit balances and deposits from medium-sized businesses. These achievements were of great importance for the Bank, having set itself the target of increasing our presence in commercial banking, a clear growth sector which serves as an important dimension in the local economy.The International Banking Division strengthened its activities during the year, placing emphasis on Global Private Banking in Switzerland, and the development of corporate activities in the US, as directed by the Board of Directors. The International Division is considered a significant long-term growth engine for the bank, thereby

Yair SeroussiChairman of the Board of Directors


attracting considerable management attention. The development of international activities is emphasized in the current and future strategic plans of the Bank.Towards the end of 2011 we decided to reorganize certain Bank activities. The Bank’s trading activities were integrated with its brokerage operation, as well as its services to asset managers. These activities were combined under the Global Treasury Division, which recently changed its name to the Financial Markets Division. This step is designed to strengthen the Bank’s leadership in financial markets and to offer clients an efficient and professional one-stop-shop for their trading needs across all financial instruments. In addition, the Financial Markets Division continued to lead and develop ALM and nostro activities to assure efficient management of balances, liquidity and the Bank’s balance sheet.Throughout the year we continued to allocate resources and significant efforts towards further strengthening the Bank Hapoalim Group’s Risk Management capabilities, including supporting systems and procedures. Our risk management platform is based on an integrated global view of the Bank’s activities in Israel as well as in international markets, in line with the Bank’s risk appetite and the activities of its subsidiaries. The Risk Management Division is in close contact with Israel’s Supervisor of Banks to ensure that the Bank is in full compliance with regulatory requirements at all times.

Cultivating Human Resources and Work RelationsThroughout 2011, we at Bank Hapoalim continued to promote and develop our most important resource: our employees. During the year the Bank invested in inculcating the Bank’s vision among its employees, with notable involvement of both management and employees alike.The Bank continues to nurture employee relations, which for years has been one of the Bank’s strategic advantages. The employees' union is a full partner in driving the Bank’s success, as exemplified most recently in the 2011 results. We are confident that this partnership will continue to nourish the Bank’s success in the future as well.

Corporate Social Responsibility as a Core ValueThe Bank Hapoalim Group continues to lead Israel’s banking sector in contribution to the community. The Bank focuses on activities related to education, with particular emphasis on responsible financial

behavior, as a key to promoting financial freedom.About half of the “Poalim in the Community” budget is allocated to support educational activities. The remainder is distributed among non-profit organizations active in social welfare, healthcare, and other areas.This is also the fourth consecutive year that the Bank published a comprehensive Sustainability and Corporate Responsibility Report. Similar to previous reports, the 2011 document received the highest rating from the international GRI organization. Furthermore, at the end of the first quarter, the Bank’s was included in the FTSE4GOOD global index, considered the world’s leading index for sustainability and investments based on social responsibility.

Looking to the Future - Main Focuses for 2012The Bank’s strategic plan is designed to ensure a firm foundation for Bank Hapoalim’s position as the leading financial and banking institution in Israel, as the Bank continues to be committed to the credit needs of the entire Israeli economy. We intend to put special emphasis on rapidly growing customer segments, e.g. Israel’s Arab population and orthodox Jews. In addition, we plan to strongly compete for a larger share in the important middle-market business sector.The Bank is also preparing to expand its activities in the small businesses sector. During 2012 we plan to add resources within the framework of a variety of funds, both stand-alone internal funds and funds run in cooperation with the Ministry of Finance, the Israel Manufacturers Association, and other organizations. All these efforts will improve accessibility to financing for this important business sector.

Retail and Corporate Banking LeadershipWe plan to continue to expand our branch network - the largest and most wide-spread in Israel - and to dynamically manage our resources while opening innovative concept branches in competitive geographic locations. These measures will enable us to better adapt our offering to different market segments, offer value-added products and platforms directly to customers and enhance our multi-channel approach as we continue to sharpen our technological edge.We are committed to ensuring the continued standing of our Corporate Division as the most professional and sophisticated lender in Israel, while maintaining appropriate capital adequacy ratios and fulfilling all


regulatory requirements. Our strategy calls for a process of continued improvement of client service by further strengthening the business branches we established. We plan on further increasing the share of income from non-credit products from all business segments. Among the steps we plan to take are investments in direct banking channels and greater use of syndications and sale of credit as a core tool for dynamically managing our credit portfolio.

Emphasis on Operational ExcellenceImproved customer service and continuous improvement of our efficiency ratios will lead our drive to operational excellence, as we move resources from outdated activities to support new and strategic initiatives, without increasing headcount. We plan to expand our Central Back Office, the first of its kind and largest in Israel’s banking sector, so that branch efficiency can be honed and work processes at Head Office can be streamlined as well. We expect that these measures will lead to gradual, sustainable improvements in operating efficiency ratios.

Continued Focus on the Implementation of our Strategic PlanThe Bank is formulating its next multi-year strategic plan for the coming three years, as the current plan enters its final year of execution. We continue to seek the path of growth and profitability. We remain confident in our ability to produce for our stakeholders a double-digit return on equity in the long term. This goal takes into account the Bank’s risk appetite, in light of the changes in the economic environment and the increasingly competitive banking market.The Bank is preparing for compliance with Basel III directives which call for strengthening capitalization and the adoption of advanced methodologies vis-à-vis the calculation of risk-weighted assets.

As Israel’s leading bank, with a significant global presence, we place great emphasis on maintaining an on-going dialogue with all stakeholders across all markets in which we are active. We have strong, sustainable contacts in the capital markets and the investor community, and we are proud to be the leading bank in Israel in terms of investor relations. We will continue to deepen this productive dialogue in the future as well.We wish to take this opportunity to extend our deep gratitude to our colleagues in the Board of Management and Board of Directors, to our loyal customers who choose us time and time again, and of course, a sincere and embracing thanks to our employees, who are our most important asset, and whose professionalism and dedication generated the excellent 2011 results.

Sincerely yours,

Yair Seroussi Zion Kenan Chairman of the Board of Directors President and Chief Executive Officer

Zion KenanPresident and CEO


Board of Management

Zion Kenan President and Chief Executive OfficerZion Kenan was named President and CEO in August 2009. Mr. Kenan has been with Bank Hapoalim since 1979 and joined the Board of Management in 2001. Before his appointment, he was Deputy CEO and Head of Corporate Banking (2007-2009); Head of Retail Banking (2003-2007), and Head of Human Resources and Logistics (2001-2003). Prior to that, Mr. Kenan fulfilled many senior executive positions in the Retail and Human Resources and Logistics Areas including Southern Regional Manager (1998-2000)Mr. Kenan holds a BA from the Open University and an MA from the Tel Aviv University, both in Social Sciences. He also attended a number of advanced professional courses at Harvard University.

Lilach Asher-TopilskyHead of Retail BankingMs. Asher-Topilsky joined Bank Hapoalim in 1998 and was appointed to the Board of Management in December 2007 as Head of Corporate Strategy. She assumed her current position on October 1, 2009. Prior to joining the Board, she served as Marketing and Planning Division Manager in Retail Banking (9/2006-12/2007), Central Regional Manager (3/2005-9/2006) and Head of the E-Banking Division (3/2001-3/2005)Ms. Asher-Topilsky has a BA in Economics & Management from Tel Aviv University and a Masters degree in Management from Kellogg Business School in Northwestern University, Chicago.

Shimon GalHead of Corporate BankingMr. Gal joined Bank Hapoalim in November 2009 upon his appointment to the Board of Management of the Bank. Before joining the Bank, he served as Head of Corporate Banking (2008-2009) and as Head of the Comptroller, Planning and Operations Division (2004-2007) at Mizrahi-Tefahot Bank Ltd. Mr. Gal has a BA in Economics and Statistics from the Hebrew University of Jerusalem.

Dan KollerChief Risk OfficerMr. Koller joined Bank Hapoalim in 1999 and was appointed to his current position in the Board of Management on January 1, 2008. He served as Manager of the ALM Division from April 2003 and prior to that, was Manager of Financial Planning.Mr. Koller has a BA and a Masters degree in Economics and Business Administration from the Hebrew University of Jerusalem.

Orit Lerer Head of International Banking Ms. Lerer joined Bank Hapoalim in 1977 and was appointed Chief Internal Auditor in February 2004. On January 1, 2010 she was appointed to the Board of Management as Head of International Banking. She also serves as Chairperson of the Board of Bank Hapoalim Switzerland and PAM-Poalim Asset Management, based in London, and as Deputy Chairperson of BankPozitif Kredi Ve Kalkinma Bankasi A.S.Previously, she fulfilled several senior positions in the bank.Ms. Lerer has a BA in Economics from Tel Aviv University.

Anath Levin Head of Financial Markets Ms. Levin joined Bank Hapoalim upon her appointment to the Board of Management of the Bank in May 2010. Before joining the Bank, she served as a Member of the Board of Management and Chief Investment Officer at Migdal Insurance Holdings (2002-2010). Ms. Levin has a BA and a Masters degree in Economics and Business Administration from the Hebrew University of Jerusalem.

Ofer LevyChief AccountantMr. Levy joined Bank Hapoalim in 1981 and was appointed to the Board of Management In 2006. Prior to that, he served as Manager of the Comptrolling Division for ten years. Mr. Levy is a Certified Public Accountant and has a BA in Accounting and Economics from Tel Aviv University.

Ilan MazurChief Legal Advisor Mr. Mazur joined Bank Hapoalim in 1981 and was appointed to his current position in 2003. From 1995-2003 he served as General Counsel to the Corporate Area. Prior to that, he was General Counsel for the International Activity. Before joining the Bank, he worked in private law firms.Mr. Mazur has a degree in Law from the Hebrew University of Jerusalem. He is a member of the Israeli Bar Association.

Zvi NagganHead of Information Technology Mr. Naggan joined Bank Hapoalim in March 2011 upon his appointment to the Board of Management of the Bank.Before joining the Bank, he was President of the Product Business Group and a Member of Senior Management at Amdocs (Israel) Ltd. Mr. Naggan has a B.Sc. in Industrial Engineering from the Technion in Haifa and an MBA in Business Management from Tel-Aviv University.


Jacob Orbach Chief Internal Auditor Mr. Orbach joined Bank Hapoalim in 1980 and was appointed to his current position on January 1, 2010. Prior to that, he fulfilled several senior positions including Manager of the Corporate Banking Division (2006-2009) and Manager of the Commercial Banking Division (2002-2006). Mr. Orbach has a BA in Economics from Tel Aviv University.

Ran OzChief Financial OfficerMr. Oz joined Bank Hapoalim in April 2009 upon his appointment to the Board of Management as CFO of the Bank.Before joining the Bank, he served as Deputy CEO & CFO of Bezeq - Israel Telecom (2007-2008) and as Corporate VP & CFO of Nice Systems (2004-2007).Mr. Oz is a Certified Public Accountant and has a BA in Accounting and Economics and a Masters degree in Economics and Business Administration from the Hebrew University of Jerusalem.

Ari PintoHead of Corporate StrategyMr. Pinto has been with Bank Hapoalim since 1980 and was appointed to the Board of Management in September 2009. Before his current appointment, he served as Retail Credit and Mortgages Division Manager (11/2007-9/2009), and as Human Resources Division Manager (12/2002-8/2007). Mr. Pinto has a BA in Business Administration and a Masters degree in Public Administration.

Hanna Pri-Zan Head of Client Asset ManagementMs. Pri-Zan joined Bank Hapoalim in 1972 and was appointed to the Board of Management on February 2004. Before her current appointment on January 1, 2008, Ms. Pri-Zan served as Head of Human Resources, Logistics & Procurement (3/07-12/07), and Head of Banking Subsidiaries and Head of Risk Management (2/2004-3/2007). Prior to her appointment to the Board, Ms. Pri-Zan fulfilled many senior executive positions including Head of the Securities and Financial Assets Division.Ms. Pri-Zan is a member of the Board of Directors in several subsidiaries of Bank Hapoalim and in the TASE (Tel Aviv Stock Exchange).Ms. Pri-Zan has a BA in Economics and Statistics from the Hebrew University of Jerusalem.

Efrat YavetzHead of Human Resources, Logistics and ProcurementMs. Yavetz has been with Bank Hapoalim since 1988 and was appointed to the Board of Management in October 2009. Before her current appointment, she served as Securities and Financial Assets Division Manager (10/2006-10/2009), and as Retail Sales Management Department Manager (2/2004-10/2006). Ms. Yavetz has a BA in Biochemistry from the Hebrew University of Jerusalem and a Masters degree in Business Management from Tel Aviv University.

Board of Directors

Yair SeroussiChairman of the Board of Directors

Mali BaronAmnon DickNira DrorIrit IzaksonMoshe KorenMoshe Luhmany(1)

Yacov PeerEfrat PeledNehama RonenYair Tauman(2)

Imri TovMeir WietchnerYosef YaromNir Zichlinskey

Pnina Dvorin(3)

(1) Serves as a director as of December 1, 2011(2) Serves as a director as of December 1, 2011(3) Served as a director until November 29, 2011

Information for Shareholders

Listing InformationBank Hapoalim’s ordinary shares are listed on the Tel Aviv Stock Exchange and trade under the ticker symbol POLI. As of December 31, 2011 1,323,805,735 ordinary shares were outstanding.

POLI IL

0

200m

100m

300m

POLI IL Volume

Jan Feb Mar Apr May AugJulJun Sep Oct DecNov

2011

1500

1000

2000

The following table presents, the highest and lowest prices for Bank Hapoalim’s ordinary shares. The prices are those recorded at the close of business on the Tel Aviv Stock Exchange.

Tel Aviv

High Low

(NIS) (NIS)

2011 1866 1171

2010 1848 1404

2009 1660 645

2008 1955 713

Past share price performance should not be regarded as a guide to future performance. In mid-2006, Bank Hapoalim Level-1 ADR shares were launched on the OTC market in New York under the following information:

Symbol: BKHYY CUSIP: 062510300 Ratio: 1:5Country: Israel Industry: Banks Depositary: Bank of NY (Sponsored) Underlying SEDOL: 6075808 Underlying ISIN: IL0006625771 US ISIN: US0625103009

GDR's for Bank Hapoalim’s ordinary shares are also listed on the London Stock Exchange and trade under the ticker symbol BKHD.

Earnings per Share (EPS) in NIS

EPS

2011 2.07

2010 1.66

2009 0.99

2008 (0.69)

Dividend PolicyBank Hapoalim’s dividend policy is to distribute up to 50% of annual net operating profit to its shareholders. The dividends paid over the last five years were:

Dividend Per Share

Total PaidNIS Millions

2011 0.204 270

2010 - -

2009 - -

2008 - -

2007 1.27 1,600

The dividend distribution is subject to the provisions of the law, including limitations specified in the directives of the Supervisor of Banks.

Furthermore, according to Directive 331, no dividends shall be distributed when one or more of the last three calendar years ended in a loss, unless the Supervisor of Banks has approved the distribution in advance.Since the year 2008 ended in a loss, the Bank will require such approval in order to distribute dividends until 2012.

Credit RatingsBank Hapoalim is rated by the three major credit rating agencies: Moody’s, Standard and Poors and Fitch.

Rating

Moody’s

Long-Term Deposits A2

Short-Term Deposits P-1

Standard & Poor’s

Long-Term BBB+

Short-Term A2

Fitch

Long-Term A-

Short-Term F2

Shareholder Structure:Shareholders as of December 31, 2011 were:

Public 77.4%

Controlling stake 22.6% of which:

Arison Holdings (1998) 20.2%

Salt of the Earth 2.4%

Institutional Investors InformationFor additional copies of this report, other investor materials or questions, please visit our website at: www.bankhapoalim.com

or contact us at: Bank Hapoalim Investor Relations Dept Yehuda Halevy 63, Tel Aviv Tel. 972-3-5673440 Fax. 972-3-5673470


Bank Hapoalim Worldwide

IsraelThe Bank is a recognized leader in Israel's capital markets.In Israel, Bank Hapoalim has hundreds of full-service branches organized into customer lines, such as retail, private banking, small businesses and business branches for the mid-market and large corporate clients.Direct banking channels now play an increasingly important role in serving both retail and corporate customers.A trading room, part of a global trading network, offers advanced services. A Global Private Banking Center provides personalized service and portfolio management.

United StatesThe Miami branch provides private banking services mainly to non-US citizens, serving Latin American clients.The New York branch is focused on providing comprehensive banking servicesto Israeli and local companies operating in the United States, corporate credit and treasuryactivities. In addition, the branch offers investment services to private and corporate clients, including trading in derivatives and brokerage services.The Bank operates an advanced trading room in New York.

United KingdomBank Hapoalim's branch in the West End of London offers a range of corporate and private banking services as well as a sophisticated trading room.

SwitzerlandBank Hapoalim (Switzerland) Ltd, is a wholly owned subsidiary headquartered in Zurich, with branches in Zurich, Geneva, Luxembourg and Singapore and representative offices in Moscow, Hong Kong and Tel Aviv. The Swiss bank is engaged primarily in private banking services, including global portfolio management.

LuxembourgBank Hapoalim (Switzerland) Ltd maintains a branch in Luxembourg for private banking business. In addition, Bank Hapoalim BM operates in Luxembourg through a banking subsidiary.

BHI Investment Advisors (Asia) LimitedA wholly owned subsidiary of Bank Hapoalim (Switzerland) Ltd. The company aims to deliver advisory services to high net worth individuals, focusing primarily on local Asian markets.

SingaporeIn 2007, Bank Hapoalim (Switzerland) inaugurated a full-service private banking branch in Singapore.

TurkeyBank Pozitif is headquartered in Istanbul. The Bank is active mainly in corporate banking.

KazakhstanBank Pozitiv, headquartered in Almaty, is a wholly owned subsidiary of Bank Pozitif. The Bank maintains 3 branches in Kazakhstan.

UruguayFocused on private banking, Hapoalim (Latin America) S.A. is a wholly owned subsidiary of Bank Hapoalim BM. The Bank is based in Montevideo and has branches in Colonia and Punta del Este.

Representative OfficesBank Hapoalim has representative offices in major financial centers worldwide. The offices assist the GPB branches in new client acquisitions, provide personalized service and support in maintaining existing clients, and are active in upholding strong community relations. Representative offices do not engage in banking activities.

Main Locations of Representative Offices

• Toronto• Montreal• Paris• Frankfurt• Budapest• Sydney• Mexico City• Panama City• Santiago

2011Bank Hapoalim

Annual Report 2011


ContentsLetter from the Chairman of the Board and the CEO of the Bank 4

Board of Directors' Report for 2011 16

Description of the General Development of the Bank Group's Business 16

Activities of the Bank Group and Description of the Development of its Business 16Principal Data of the Bank Hapoalim Group 18Forward-Looking Information 20Chart of Holdings 21Ratings of the Bank 22Control of the Bank 22Investments in the Capital of the Bank and Transactions in its Shares 22Dividend Distribution 24Capital and Capital Adequacy 25Economic and Financial Review 26Accounting Policies on Critical Matters and Critical Accounting Estimates 28Disclosure Regarding the Procedure for Approval of the Financial Statements 35Profit and Profitability 36Composition and Development of the Bank Group's Assets and Liabilities 46Description of the Bank Group's Business by Segments of Activity 63General – The Segments and Customer Assignment Criteria 63Condensed Financial Information on the Segments of Activity 65The Households Segment 68The Private Banking Segment 79The Small Business Segment 87The Commercial Segment 93The Corporate Segment 100The Financial Management Segment 108Others and Adjustments 113Additional Information Concerning Activity in Certain Products 113Principal Subsidiary and Affiliated Companies 121Activity of the Bank Group Abroad 122General information and Additional Matters 131Fixed Assets and Facilities 131Human Capital 137Liquidity and Raising of Sources of Funds at the Bank 141Taxation Status 144Restrictions and Supervision of the Activity of the Banking Corporation 145Legal Proceedings 148Business Strategy and Objectives 150Risk Management 153Basel II 188Capital Adequacy Target 192Disclosure Regarding the Internal Auditor 209Poalim in the Community – Social Involvement and Contribution to the Community 211Sustainability and Corporate Social Responsibility 213The Board of Directors and the Discharge of its Functions 215Report on Directors with Accounting and Financial Expertise and Professional Qualification 220Board of Directors of the Bank 229Board of Management of the Bank 231Other Matters 232Salaries and Benefits of Office-Holders 238Remuneration of the Auditors 255Controls and Procedures 255


Board of Management's Review 257

Appendix I: Consolidated Balance Sheet for the years 2007-2011 - Multi-Period Data 259

Appendix 2: Consolidated Statement of Profit and Loss for the years 2007-2011 - Multi-Period Data 260

Appendix 3: Rates of Financing Income and Expenses - Consolidated 261

Appendix 4: Exposure of the Bank and Subsidiaries to Changes in Interest Rates 266

Appendix 5: Total Credit Risk to the Public by Economic Sectors - Consolidated 274

Appendix 6: Exposure to Foreign Countries - Consolidated 280

Appendix 7: Quarterly consolidated Balance Sheet for the years 2010-2011 - Multi-Quarterly Data 285

Appendix 8: Quarterly consolidated Statement of Profit and Loss for the years 2010-2011

Multi-Quarterly Data 287

CEO Certification 288

Chief Accountant Certification 289

Report of the Board of Directors and the Board of Management

on the Internal Control of Financial Reporting 290

Financial Statements 291

Auditors' Report – Internal Control over Financial Reporting 292

Auditors' Report to the Shareholders 293

Consolidated Balance Sheets 294

Consolidated Statements of Profit and Loss 295

Statement of Changes in Equity 296

Consolidated Statements of Cash Flows 300

Notes to the Financial Statements 302

Condensed Financial Statements of the Bank’s Offices Abroad 445

Periodic Report for 2011 451

The Bank has received approval from the Supervisor of Banks to publish its annual financial statements on a consolidated basis only. Note 34 to the Financial Statements contains the condensed financial statements of the Bank alone. Data concerning the Bank alone is available in hard copy upon request, or at the Bank's website at www.bankhapoalim.co.il.

This is a translation of the Hebrew report and has been prepared for convenience only. In case of any discrepancy, the Hebrew will prevail.


Board of Directors' Report for 2011

At the meeting of the Board of Directors held on March 28, 2012, it was resolved to approve and publish the

consolidated financial statements of Bank Hapoalim B.M. for the year ended December 31, 2011.

Description of the General Development of the Bank Group's Business

Activities of the Bank Group and Description of the Development of its BusinessGeneral

• TheBankwasfoundedin1921bythecentralinstitutionsoftheJewishSettlement(theYishuv)atthetime,the

Zionist Histadrut and the Histadrut General Federation of Hebrew Workers in Eretz Yisrael, and incorporated

as a limited company under the Companies Ordinance. The Bank is a "banking corporation" and holds a "bank"

license under the directives of the Banking Law. In 1983, within an arrangement formulated between the Israeli

government and the banks, the shares of the Bank were brought under the control of the state. The Bank was

privatized in 1997, with the controlling interest transferred to the current controlling shareholders and others.

• TheBankGroupoperatesinIsraelinallofthevariousareasofbankingthroughtwomainunits:theCorporate

Area and the Retail Area. The Corporate Area provides service to most of the Bank's business customers; activities

with large corporate clients are conducted through sectors specializing in specific industries, which operate within

the Head Office, while middle-market clients are served through eight Business Centers located throughout Israel.

The various banking services are provided to all customers of this Area through the Bank's branches. A network

of business branches was created in response to customers' business needs, consisting of 21 branches as at the

end of 2011; additional branches are planned to open during 2012. The Retail Area, through the network of

branches, serves customers including households, private banking clients, and small businesses; is responsible for

operating direct-channel services: Internet services, Poalim by Telephone, and mobile services; and also oversees

consumer credit and mortgage activities. The Retail Area operates through 277 branches, which provide the full

range of banking services.

• Inadditiontoitsbankingbusiness,theBankGroupalsoengagesinrelatedactivities,mainlyintheareasofcredit

cards and the capital market. In the credit-card sector, the Bank Group, through a subsidiary (the "Isracard

Group"), issues, operates, and markets credit cards, within and outside the Bank, for use in Israel and overseas,

and clears transactions executed using its credit cards as well as credit cards issued by others. The Bank Group's

capital-market activity includes the provision of services for the execution of trading transactions in securities

(brokerage), securities custody services, research and consulting, services for financial asset managers, investment

portfolio management, and issuance underwriting and management.


• AlongsideitsactivitiesinIsrael,theBankGroupalsooperatesoverseas,intheprivate-bankingsectorandinthe

corporate sector. This activity encompasses Israel, Europe, the United States, Canada, Latin America, Australia, Hong

Kong, and Singapore, by means of branches, representative offices, banking subsidiaries, and asset-management

subsidiaries. The Bank Group also operates in the households sector and in the commercial sector in Turkey

and Kazakhstan. In its private-banking activity, the Bank Group provides its high-net-worth customers abroad

with advanced professional products and services, including investment products and global asset management.

Corporate sector activity abroad includes the provision of credit to local and foreign borrowers, mainly through

the acquisition of participation in credit organized by leading banks abroad; the provision of credit to borrowers

with an affinity to Israel; and investments in bonds. As part of its international activity, the Bank Group maintains

ties with over 2,400 foreign banks around the world (hereinafter : "correspondent banks"). The Bank's strategy is

currently aimed at the development and expansion of its international activity, both in the area of Global Private

Banking and in the business activities of its London and New York branches. The Bank aims to continue to expand

its service package and improve its capabilities in the areas of products, marketing, and customer service.

The following are details of the principal developments and changes that occurred during 2011.

Development of the Bank Group’s Business

Net profit of the Bank Group attributed to shareholders of the Bank totaled approximately NIS 2,746 million in 2011,

compared with profit in the amount of approximately NIS 2,201 million in 2010.

Net return on equity attributed to shareholders of the Bank was 12.0% in 2011, compared with 10.4% in 2010.

Basic net profit per share of par value NIS 1 amounted to NIS 2.07 in 2011, compared with NIS 1.66 in 2010.

Total assets of the Bank Group as at December 31, 2011 amounted to approximately NIS 356.7 billion, compared

with approximately NIS 321.1 billion at the end of 2010, an increase of 11.1%.

Net total credit to the public amounted to NIS 246.5 billion as at December 31, 2011, compared with NIS 225.3 billion

at the end of 2010, an increase of 9.4%.

Total deposits from the public amounted to NIS 256.4 billion as at December 31, 2011, compared with NIS 234.0 billion


Total shareholders’ equity amounted to NIS 23.8 billion as at December 31, 2011, compared with NIS 22.6 billion


The total capital ratio as at December 31, 2011 was 14.1%, compared with 13.9% at the end of 2010.


Principal Data of the Bank Hapoalim Group

For the year ended December 31 Change vs.

2011 2010 2009 2010 2009

NIS millions

Profit and Profitability

Profit from financing activity before provisions for credit losses 8,231 7,775 6,718 5.9% 22.5%

Operating and other income 4,852 *5,052 *5,039 (4.0%) (3.7%)

Total income 13,083 *12,827 *11,757 2.0% 11.3%

Provisions for credit losses 1,202 1,030 2,017 16.7% (40.4%)

Operating and other expenses 8,365 *8,291 *7,457 0.9% 12.2%

Net operating profit attributed to the shareholders of the Bank 2,741 *2,185 *1,272 25.4% 115.5%

Profit from extraordinary transactions, after taxes, before attribution to non controlling interests 5 16 28 (68.8%) (82.1%)

Net profit attributed to the shareholders of the Bank 2,746 *2,201 *1,300 24.8% 111.2%

December 31 Change vs.

Balance sheet - Principal Data

Total balance sheet 356,688 *321,089 *309,757 11.1% 15.2%

Net credit to the public 246,495 225,288 215,788 9.4% 14.2%

Securities 34,411 31,604 28,055 8.9% 22.7%

Deposits from the public 256,417 233,965 231,993 9.6% 10.5%

Bonds and subordinated notes 32,933 27,608 23,112 19.3% 42.5%

Shareholders’ equity 23,845 *22,561 *20,097 5.7% 18.6%

Total problematic debts as reported in the past - 14,895 16,636 - -

Total problematic credit risk under the new directive** 12,799 ***14,575 - (12.2%) -

Of which: impaired balance-sheet debts** 7,044 8,316 - (15.3%) -

2011 2010 2009

Main Financial Ratios

Net loan to deposit ratio 96.1% 96.3% 93.0%

Net loan to deposit ratio including bonds and subordinated notes 85.2% 86.1% 84.6%

Shareholders’ equity to total assets 6.7% *7.0% *6.5%

Core Tier I capital to risk-adjusted assets 7.9% *8.0% *7.5%

Tier I capital to risk-adjusted assets 8.7% *8.9% *8.3%

Total capital to risk-adjusted assets 14.1% *13.9% *13.5%

Financing margin from regular activity(a) 2.52% 2.59% 2.36%

Cost-income ratio 63.9% *64.6% *63.4%

Rate of provisions for credit losses for the period, of total credit to the public(b) 0.48% 0.49% 0.90%

Net return of operating profit attributed to shareholders of the Bank on equity 12.0% *10.3% *6.6%

Net return of profit attributed to shareholders of the Bank on equity 12.0% *10.4% *6.8%

Basic net profit per share in NIS attributed to shareholders of the Bank 2.07 *1.66 *0.99

Diluted net profit per share in NIS attributed to shareholders of the Bank 2.05 *1.65 *0.98

* Restated, due to the retroactive implementation of the directives of the Supervisor of Banks regarding financial reporting on employee benefits. Most of the change is in the items "operating and other income", "other expenses", and "shareholders’ equity". For further details, see Note 1(E)(18) in the Financial Statements.

** Net of the individual allowance and the allowance according to the extent of arrears.*** Pro forma data.(a) Calculation: Financing profit from regular activity is divided by monetary assets generating financing income. (b) In 2011, calculated as the provisions for credit losses as a percentage of the recorded balance of credit to the public. In previous years, calculated as the specific provision for the period as a percentage of total credit to the public.


Principal Data of the Bank Hapoalim Group (continued):

For the three months ended

31.12.2011 30.9.2011 30.6.2011 31.3.2011 31.12.2010

NIS millions

Profit and Profitability

Profit from financing activity before provisions for credit losses 2,087 1,750 2,142 2,252 2,133

Operating and other income 1,146 1,207 1,224 1,275 *1,315

Total income 3,233 2,957 3,366 3,527 *3,448

Provisions for credit losses 363 498 327 14 100

Operating and other expenses 2,197 2,033 2,013 *2,122 *2,310

Net operating profit attributed to the shareholders of the Bank 670 470 711 *890 701Profit from extraordinary transactions, after taxes, before attribution to noncontrolling interests 2 1 1 1 12

Net profit attributed to the shareholders of the Bank 672 471 712 *891 713

31.12.2011 30.9.2011 30.6.2011 31.3.2011 31.12.2010

Balance Sheet – Principal Data

Total balance sheet 356,688 341,993 323,808 *319,682 *321,089

Credit to the public, net 246,495 244,577 234,069 229,835 225,288

Securities 34,411 27,789 27,701 28,932 31,604

Deposits from the public 256,417 242,931 233,237 231,769 233,965

Bonds and subordinated notes 32,933 32,050 29,962 28,295 27,608

Shareholders’ equity 23,845 23,076 22,732 *22,434 *22,561

Total problematic credit risk under the new directive** 12,799 13,233 13,263 13,590 ***14,575

Of which: impaired balance-sheet debts** 7,044 7,170 7,530 7,840 8,316


31.12. 2011 30.9.2011 30.6.2011 31.3.2011 31.12. 2010

Main Financial Ratios

Net loan to deposit ratio 96.1% 100.7% 100.4% 99.2% 96.3%

Net loan to deposit ratio including bonds and subordinated notes 85.2% 88.9% 88.9% 88.4% 86.1%

Shareholders’ equity to total assets 6.7% 6.7% 7.0% *7.0% *7.0%

Core Tier I capital to risk-adjusted assets 7.9% 7.7% 7.9% *7.9% *8.0%

Tier I capital to risk-adjusted assets 8.7% 8.5% 8.7% *8.7% *8.9%

Total capital to risk-adjusted assets 14.1% 13.6% 14.1% *13.9% *13.9%

Financing margin from regular activity(a)(b) 2.39% 2.55% 2.64% 2.62% 2.61%

Cost-income ratio 68.0% 68.8% 59.8% *60.2% *67.0%Rate of provisions for credit losses for the period, of total credit to the public(a)(c) 0.58% 0.80% 0.55% 0.02% 0.45%Net return of operating profit attributed to shareholders of the Bank on equity(a) 11.9% 8.5% 13.2% *17.0% *13.3%Net return of profit attributed to shareholders of the Bank on equity(a) 11.9% 8.5% 13.2% *17.0% *13.5%Basic net profit per share in NIS attributed to shareholders of the Bank 0.51 0.36 0.54 *0.67 0.54Diluted net profit per share in NIS attributed to shareholders of the Bank 0.50 0.35 0.53 0.67 0.54

* Restated, due to the retroactive implementation of the directives of the Supervisor of Banks regarding financial reporting on employee benefits. Most of the change is in the items "operating and other income", "other expenses", and "shareholders’ equity". For further details, see Note 1(E)(18) in the Financial Statements.

** Net of the individual allowance and the allowance according to the extent of arrears.*** Pro forma data.(a) Calculated on an annualized basis. (b) Calculation: Financing profit from regular activity is divided by monetary assets generating financing income. (c) In periods referring to 2011, calculated as the provisions for credit losses as a percentage of the recorded balance of credit to

the public. In 2010, calculated as the specific provision for the period as a percentage of total credit to the public.


Forward-Looking InformationSome of the information in this report that does not refer to historical facts constitutes forward-looking information,

as defined in the Securities Law. The Bank's actual results may differ materially from those included in forward-looking

information, as a result of a large number of factors, including changes in capital markets in Israel and globally,

macro-economic changes, changes in geopolitical conditions, regulatory changes, and other changes not under the

Bank's control, which may lead to the failure of estimates to materialize and/or changes in the Bank's business plans.

Forward-looking information is marked by words or phrases such as "we believe", "expect", "forecast", "estimate",

"intend", "plan", "aim", "may change", and similar expressions, as well as words such as "plan", "target", "wish", "should",

"can", or "will". Such forward-looking information and expressions involve risk and uncertainty, because they are based

on management's estimates regarding future events, which include changes in the following parameters, among others:

economic conditions, public tastes, interest rates in Israel and overseas, inflation rates, new legislation and regulation in

the area of banking and the capital market, exposure to financial risks, the financial stability of borrowers, the behavior

of competitors, aspects related to the Bank's image, technological developments, and manpower-related matters,

and other areas that affect the activity of the Bank and the environment in which it operates, the materialization of

which is uncertain by nature.

The information presented below is based, among other things, on information known to the Bank and based, among

other things, on publications by various entities, such as the Central Bureau of Statistics, the Ministry of Finance, the

Bank of Israel, the Ministry of Housing, and other entities that publish data and estimates regarding the capital markets

in Israel and globally.

This information reflects the Bank’s current viewpoint with regard to future events, which is based on estimates, and

is therefore subject to risks and uncertainty, as well as to the possibility that expected events or developments may

not materialize at all or may only partially materialize.


Chart of Holdings Set out below is a chart of the Bank’s main holdings*:

100%100%100%

100%

69.8%

100%98.2%100%

Poalim Sahar Ltd.Poalim Express

Bank PozitifTurkey

Bank PozitivKazakhstan

Poalim Capital MarketsIsracard

Bank Hapoalim(Switzerland)

Bank Hapoalim(Cayman)

Other FinancialServicesCredit Cards

The Bank

Banks Abroad

* The chart includes the principal companies held directly by the Bank or indirectly through private subsidiaries under the full ownership of the Bank. The wholly-owned subsidiaries through which the companies in the above chart are held do not appear in the chart. For the purposes of this chart, a principal company is a company engaged in business operations which in the opinion of the Board of Management of the Bank is a principal company in the Group, and in which the Bank's investment is at least 1% of the shareholders' equity of the Bank, or the Bank's share of whose net operating profit (loss) attributed to shareholders of the Bank exceeds 5% of the net operating profit (or loss) attributed to shareholders of the Bank (similar to the criterion established in Public Reporting Directive No. 662 of the Supervisor of Banks regarding the statement of data on principal subsidiaries in financial statements of banking corporations).


Ratings of the Bank The following ratings have been assigned to the Bank by rating agencies in Israel and abroad:

In Israel, in local currency, the Bank is rated AA+ by S&P Maalot Ltd. and Aaa by Midroog.

In August 2011, the rating agency Midroog published a rating of Aaa for long-term deposits and P-1 for short-term

deposits of the Bank, for the first time. These ratings are the highest possible for a financial institution in Israel.

Ratings of the Bank and of Israel by the international rating agencies:

Rating agency Long-term foreign currency

Short-term foreign currency

Rating outlook Last update

Israel – sovereign rating:

Moody’s A1 P-1 Stable April 2011

S&P A+ A-1 Stable September 2011

Fitch Ratings A F1 Stable May 2011

Bank Hapoalim:

Moody’s A2 P-1 Stable April 2011

S&P BBB+ A-2 Stable December 2011

Fitch Ratings A- F2 Stable June 2011

In April 2011, the rating agency Moody’s revised its rating of the Israeli banking system. As a result, long-term ratings of the five major banking groups in Israel were lowered by one notch. The Bank’s rating was downgraded from A1 to A2, due to the rating agency’s expectation that the profitability of the banks would remain low relative to international comparison groups of similarly rated companies. In addition, the Bank’s rating outlook was revised from Negative to Stable. In June 2011, the rating agency Fitch Ratings reaffirmed the Bank’s rating, with no change. In September 2011, the rating agency S&P upgraded Israel’s long-term sovereign rating from A to A+. In December 2011, the rating agency S&P and its Israeli subsidiary S&P Maalot reaffirmed the Bank’s ratings, with no change.

Control of the Bank The holder of the permit for control of the Bank, near the date of publication of the financial statements, is Ms. Shari

Arison. Her stake in the Bank is held through several trusts that have holdings in the Israeli companies noted below,

which own shares of the Bank.

Arison Holdings (1998) Ltd. ("Arison Holdings") holds shares comprising approximately 20.20% of the Bank’s share

capital near the date of publication of the financial statements, which constitute the "controlling interest" of the Bank

(as defined in the control permit issued by the Governor of the Bank of Israel).

Arison Investments Ltd. (a sister company of Arison Holdings; hereinafter : "Arison Investments"), through

a wholly-owned subsidiary, holds the entire share capital of Salt Industries Ltd., which holds shares comprising

approximately 2.40% of the share capital of the Bank.

Near the date of publication of the financial statements, the Arison Group (through Arison Holdings and Arison

Investments) holds a total of approximately 22.60% (22.37% fully diluted) of the share capital of the Bank.

Investments in the Capital of the Bank and Transactions in its Shares The issued and paid-up share capital of the Bank, as at December 31, 2011, is NIS 1,323,805,735 par value, composed

of 1,323,805,735 ordinary shares of par value NIS 1 each. This is the issued capital following the subtraction of

5,183,853 ordinary shares purchased by the Bank, as detailed below.

The issued and paid-up capital of the Bank near the date of publication of the financial statements is NIS 1,324, 587,125

par value, composed of 1,324,587,125 ordinary shares of NIS 1 par value each. This is the issued capital following the

subtraction of 5,653,853 ordinary shares purchased by the Bank. The principal developments related to the capital of

the Bank, including investments in the capital of the Bank and transactions in the shares of the Bank, are detailed below.


Interested Parties

The Delek Group Ltd., which includes The Phoenix Insurance Company Ltd. and Excellence Investments Ltd., is an

interested party of the Bank. Its stake is held through a proprietary account, and through and together with holdings

in profit-participatory life insurance accounts, holdings of mutual fund management companies, provident funds, or

provident fund management companies under its control or management, directly or indirectly.

Near the date of publication of the financial statements, the rate of holdings of the Delek Group Ltd. is 6.52%.

The changes in the capital of the Bank from January 1, 2011 up to near the date of publication of

the financial statements are described below:

In 2011, and up to the date of publication of the financial statements, an increase of approximately 5,296,168 ordinary

shares occurred in the issued and paid-up capital of the Bank, as a result of the conversion of 5, 296,168 options

allocated to employees of the Bank under the plan from May 2004. The remaining option notes granted to employees

of the Bank under this program amount to 7,146,954 option notes.

The last packet of options pursuant to the extension plan of September 30, 2009, consisting of 4,332,998 share option

notes, was allocated in February 2012. Near the date of publication of the Financial Statements, 12,526,743 option

notes had been allocated and not yet exercised; these options will be converted into shares, as described above,

from the pool of shares to be purchased for this purpose.

For further details regarding the issuance of stock options to the Chairman of the Board of Directors, the CEO, senior

executives, and employees of the Bank, see Note 16 to the financial statements.

On February 28, 2012, the Board of Directors of the Bank, following approval by the Salaries and Remuneration

Committee and the Audit Committee of the Board of Directors of the Bank, resolved to replace restricted phantom

shares that have been granted, the restriction period of which is scheduled to end on December 31, 2013 or later,

with restricted stock units ("RSU"), pursuant to the "Bank Hapoalim B.M. Secondary Plan for the Grant of Restricted

Stock Units (RSU) to Senior Executives 2011", which represents the implementation of certain directives of the 2010

remuneration plan, and constitutes an integral part thereof. RSU are units of restricted shares, which upon fulfillment

of the appropriate vesting conditions are automatically exercised into ordinary shares of the Bank, which will be held

by the Bank as dormant shares, without the payment of any exercise price. The vesting and restriction periods of

the RSU shall be identical, as a rule, to those of the restricted phantom shares that they are replacing. The RSU shall

be allocated according to the capital gains track pursuant to Section 102(B)(2) of the Income Tax Ordinance [New

Version], 1961. The RSU shall be allocated following the publication of an appropriate outline by the Bank and the

fulfillment of additional requirements pursuant to the Securities Law, 1968, and the related regulations.

Buybacks of Shares of the Bank

1. On November 11, 2010, the Supervisor of Banks approved a buyback of 12,750,000 shares for the purpose of

employee compensation under the extension plan of September 2009 (see Note 16(A)(1) to the Financial Statements),

as well as a buyback of up to 14,000,000 shares for the purpose of the senior executives’ compensation plan (see

Note 15 to the Financial Statements). The Board of Directors approved a share purchase plan on March 30, 2011.

Near the date of publication of the Financial Statements, the balance of the acquired shares amounts to 5,000,000

shares, at a cost of approximately NIS 81 million.

2. Pursuant to an approval of the Supervisor of Banks, in 2009, the Bank purchased 700,000 ordinary shares of par

value NIS 1 each of the Bank through an external entity, with the aim of using the shares as a pool from which to

transfer shares in the event of the exercise of options allocated to the former chairman of the board of directors and

the former chief executive officer of the Bank, as detailed in Note 16(A)(4) to the Financial Statements. The remaining

shares, following the exercise by the former chairman of the board, as described above, amount to 653,853 ordinary

shares at a cost of approximately NIS 10 million.


Dividend Distribution The Board of Directors updated the Bank’s policy on dividend distribution on May 30, 2011. Pursuant to the policy

established, up to half of net operating profits will be distributed each year, subject to the capital targets of the Bank,

as established by the Board of Directors. Dividends from nonrecurring profits will be distributed according to ad-hoc

decisions by the Board of Directors.

In addition to restrictions under the Companies Law, dividend distribution by banking corporations is subject to

regulation applicable to banking corporations in Israel, pursuant to which no dividends shall be distributed: (A) If the

cumulative balance of retained earnings of the bank according to its last published financial statements is not positive,

or if the payout would lead to a negative balance; (B) when one or more of the last three calendar years ended in

a loss; (C) when the cumulative result of the three quarters ended at the end of the interim period for which the

last financial statement has been released indicates a loss; (D) if the payout would cause the bank's ratio of capital

to risk-adjusted assets to fall below the required rate; (E) from capital reserves or positive differences resulting from

the translation of financial statements of autonomous units abroad; (F) if after the payout the bank's non-monetary

assets would exceed its shareholders' equity; or (G) if the bank does not comply with the requirements of Section

23A of the Banking Law, which establishes a limit on the percentage of capital that a banking corporation may invest

in non-financial corporations. Notwithstanding the above, in certain cases the Bank can distribute dividends even if

the aforesaid circumstances apply, if it obtains prior written approval of the Supervisor of Banks for such distribution,

up to the amount thus approved.

In addition, according to the circular of the Supervisor of Banks of June 2010, a banking corporation shall not distribute

dividends unless it has a core Tier I capital ratio of at least 7.5%, or if such distribution would cause a failure to comply

with the aforesaid ratio.

In addition, pursuant to the terms of the Subordinated Notes (Series A), no dividends shall be distributed in the

following cases: (A) If interest payments in respect of these notes are suspended, the Bank shall not pay dividends

to its shareholders until all of the suspended interest payments are paid in full, whether such dividends are declared

prior to the Bank's announcement regarding the formation of circumstances for suspension, or whether the dividends

are declared after such an announcement; and (B) If the payout would cause the Bank's ratio of core Tier I capital to

risk-adjusted assets to fall below 6.5%.

Furthermore, the permission granted by the Governor of the Bank of Israel to the Arison Group to acquire a

controlling interest in the Bank states that no dividend shall be distributed from profits accrued at the Bank up to

June 30, 1997 (the day prior to the acquisition of the controlling interest), unless the Supervisor of Banks has consented

in advance and in writing.

Further to the approval of the Supervisor of Banks regarding the distribution of a dividend in respect of the profits

of the first quarter of 2011, on June 30, 2011, the Board of Directors of the Bank resolved on the payment of a

dividend in the amount of NIS 270 million, constituting NIS 0.204 per share of par value NIS 1. The dividend was

paid on July 27, 2011.

The balance of retained earnings at the Bank as at December 31, 2011 totaled approximately NIS 15,371 million, of

which a total of approximately NIS 2,734 million cannot be distributed as dividends.


Capital and Capital AdequacyThe capital target of the Bank is the appropriate level of capital required in respect of the various risks to which the

Bank is exposed, as identified, assessed, and estimated by the Bank. This target total capital ratio is higher than the

regulatory minimum capital requirement, and includes the capital requirement in respect of Pillar I risks, plus capital

in respect of Pillar II risks, with the aim of allowing the Bank to comply with capital requirements in cases of external

crisis events (extreme scenarios) while complying with regulatory minimum capital requirements. This target takes

into consideration actions of the Board of Management of the Bank aimed at reducing the risk level and/or increasing

the capital base.

A resolution of the Board of Directors of the Bank of December 30, 2010 established minimum targets of 7.5% for

the Bank's core Tier I capital ratio and 12.5% for the Bank's total capital ratio.

With regard to the draft instruction of the Supervisor of Banks of March 14, 2012, concerning the establishment of

a minimum core Tier 1 capital ratio, see the section "Basel II," below.

December 31, 2011

December 31, 2010*

December 31, 2010*

Reported Pro-forma**

Audited Unaudited

NIS millions

1. Capital for the calculation of the capital ratio

Core capital 23,795 22,251 21,395

Tier I capital, after deductions 26,183 24,579 23,723

Tier II capital, after deductions 16,175 13,968 13,968

Total overall capital 42,358 38,547 37,691

2. Weighted balances of risk-adjusted assets

Credit risk 274,063 252,277 251,421

Market risks 7,018 5,483 5,483

Operational risk 20,047 19,154 19,154

Total weighted balances of risk-adjusted assets 301,128 276,914 276,058

3. Ratio of capital to risk-adjusted assets

%

Ratio of core capital to risk-adjusted assets 7.90% 8.04% 7.75%

Ratio of Tier I capital to risk-adjusted assets 8.69% 8.88% 8.59%

Ratio of total capital to risk-adjusted assets 14.07% 13.92% 13.65%

Minimum total capital ratio required by the Supervisor of Banks 9.00% 9.00% 9.00%

* Restated, due to the retroactive implementation of the directives of the Supervisor of Banks regarding financial reporting on employee benefits. For further details, see Note 1(E)(18) in the Financial Statements.

** The Bank has implemented the directives of the Supervisor of Banks regarding the measurement and disclosure of impaired debts as of January 1, 2011, as well as several IFRS adopted by the Supervisor of Banks. The pro-forma data represent the capital ratio of the Bank as it would have been if the aforesaid directives had been implemented on December 31, 2010.

The effect of the implementation on equity as of January 1, 2011, amounted to approximately NIS 856 million.


The ratio of total capital to risk-adjusted assets as at December 31, 2011 was 14.07%, compared with a capital ratio

of 13.65% on December 31, 2010, based on a pro-forma calculation.

The core Tier I capital ratio as at December 31, 2011 was 7.90%, compared with a core Tier I capital ratio of 7.75%

at the end of 2010, based on a pro-forma calculation.

Data on capital were restated due to the retroactive implementation of the directives of the Supervisor of Banks

regarding financial reporting on employee benefits. The effect of the implementation on capital as at December 31, 2010

amounted to a decrease in capital in the amount of NIS 528 million.

Total capital for the purpose of the calculation of the capital ratio as at December 31, 2011 amounted to approximately

NIS 42,358 million, compared with NIS 37,691 million on December 31, 2010, based on a pro-forma calculation. The

increase in the capital base mainly resulted from net profit and from the issuance of subordinated notes. This increase

was offset by dividend distribution.

Risk-adjusted assets as at December 31, 2011 amounted to NIS 301.1 billion, compared with NIS 276.1 billion on

December 31, 2010, based on a pro-forma calculation. The increase in risk-adjusted assets mainly resulted from an

increase in credit to the public.

Economic and Financial Review Developments in the Global Economy

Global economic activity slowed in the second half of 2011, against a backdrop of numerous issues confronted

by the global economy, most notably the sovereign debt crisis in Europe. Overall for the year, the global economy

grew by 3.8%, with the developing economies contributing most of this growth. The developed economies posted a

moderate growth rate of 1.6% and continued to show high variance: growth was high at 1.8% in the United States

and 3.0% in Germany, whereas Japan experienced GDP contraction of 0.9%, mainly due to the immense economic

damage inflicted by the earthquake and tsunami in the first quarter. The Eurozone economy achieved an average

growth rate of 1.6%, but the countries in crisis – primarily Greece, Portugal, Spain, and Italy – experienced negative

or very low growth. The developing economies grew by 6.2%, led by China and India, at 9.2% and 7.4% respectively.

The slowdown in global activity was accompanied by high unemployment rates; unemployment in the Eurozone

climbed to 10.4% by the end of the year, while in the United States the economy began to create jobs again, as

unemployment lessened somewhat to 8.5%.

The recovery of the global economy is threatened by the mounting risks in the Eurozone and by the fragility of growth

in other regions. A crisis of credibility of economic policies and leadership emerged in almost all of the developed

countries and served as a key factor in the downgrade of credit ratings of the United States, France, and additional

European countries. Financial conditions globally have continued to deteriorate, and the debt crisis in Europe has not

yet been resolved; meanwhile, the Eurozone is expected to see a recession in 2012. The high debt financing needs

of the Eurozone economies; first and foremost Italy and Spain, which have had to refinance debt at high yields, are

jeopardizing the Eurozone’s stability. Despite the establishment and expansion of the European Financial Stability

Facility as well as support for the countries in crisis from the ECB and the heads of the European Union, yields and

insurance premiums (CDS) for debts of these countries remain high. The finance ministers of the European Union have

reached an arrangement in which another aid package will be approved for Greece, as part of a plan encompassing

a devaluation of Greece’s debt to bond holders (by approximately 70%, in terms of the present value) and the

expansion of austerity measures. In view of the deep recession in the Greek economy, there are doubts regarding

the success of this plan and the ability of Greece to remain a member of the Eurozone.

Monetary policy has continued to be highly expansive: in the United States, the Fed announced that the interest rate

would probably remain near zero until mid-2014. In Europe, the interest rate was lowered to 1.0%, with estimates

calling for a continued decrease. The European Central Bank purchased bonds of the countries in crisis during the

year, and provided loans to commercial banks.


Economic Activity in Israel

The Israeli economy continued to grow in 2011, at a rate of 4.7%, but growth began to slow at the midyear mark,

falling from 5.3% in the first half to 3.6% in the second half of the year. The deceleration was initially mainly apparent in

exports, but in the later months of the year the slowdown was felt in demand for consumption as well. In comparison

to economic conditions in Europe and the United States, the performance of the Israeli economy was still strong;

this can be attributed to the sound condition of households, to the fact that the government was not forced to

make budget cuts, and to the stability of the financial sector. The unemployment rate continued to fall during the year,

reaching 5.4% in the fourth quarter of 2011, down from 6.5% in the fourth quarter of 2010. The housing market

experienced a turnaround over the last year, with sales of new homes dropping by 29% year-on-year in the second

half. Housing starts increased, reaching 44,000 units. As a result, the supply of unsold homes is trending up. According

to the Central Bureau of Statistics (CBS) survey on prices of homes, prices began to decrease moderately during the

last few months of the year. Social protests over the cost of living in Israel broke out during the third quarter of 2011.

The Committee for Socio-Economic Change was established, headed by Prof. Trajtenberg; the committee released

its recommendations in late September 2011. Some of these recommendations, mainly concerning taxation, have

already been implemented, as of the beginning of 2012; in the area of education, some of the recommendations have

been approved, and a gradual implementation process is planned.

As of the beginning of 2012, the economy is still growing, though at a more moderate pace. The European debt crisis

is a significant risk factor, as about one-third of Israel’s exports of goods are designated for EU countries. Another risk

factor is the financing problems facing the business sector: the volume of issues in the capital market dropped sharply in

the second half of 2011, either as a result of an increase in risk levels or due to regulation affecting institutional entities.

Fiscal and Monetary Policy

The slowdown in economic growth was reflected in government tax revenues. Starting in the second quarter of

2011, indirect tax collection decreased; in the third quarter of 2011, direct taxes began to decline as well. Overall

for the year, tax revenues were lower than planned by NIS 6 billion, and the budget deficit reached NIS 28.6 billion,

or 3.3% of GDP, versus the target of 3.0%. The decline in tax revenues and the slowdown in economic growth have

increased the probability of an above-target budget deficit in 2012; estimates by the Ministry of Finance predict a

deficit of 3.2% of GDP.

The Bank of Israel interest rate trended up during the first half of 2011, as a result of the rapid growth of the economy,

the increase in housing prices, and expectations that inflation would exceed the target range. The downturn in

economic growth and in global economic conditions caused a halt to the increase in the interest rate in the third

quarter, and the rate was lowered again in the fourth quarter of 2011. The interest rate stood at 2.0% at the beginning

of 2011 and 2.75% at the end of the year, and was lowered to 2.5% in February 2012. On the annual level, monetary

policy was expansionary with respect to economic growth and inflation.

Inflation and Exchange Rates

Prices rose at an annualized rate of 4.4% in the first half of the year as a result of increases in prices of housing,

commodities, and energy. The trend reversed in the second half as the consumer price index remained unchanged.

Overall for the year, the CPI rose by 2.2%. The change in trend resulted from the slowdown in economic growth,

as well as the social protests, which led to reductions in prices of food products and held back price hikes in other

areas. Prices of homes, which are not included in the CPI, rose by 6.1% however, recent surveys indicate a moderate

downward trend in prices.


Fluctuations in the exchange rate of the NIS against the major currencies were influenced by global trends. During

the year, the NIS depreciated by 7.7% against the US dollar and by 4.2% against the euro. The Bank of Israel continued

to purchase foreign currency during the first half, at a volume of USD 4.6 billion. During the year, the Bank of Israel

took several steps aimed at reducing speculative activity by foreign investors in the currency market, such as a liquidity

requirement for transactions in foreign-currency derivatives by non-residents, a reporting requirement applied to

these transactions, and taxation of non-residents investments in short-term notes (T-Bills). During the second half,

foreign investors’ holdings in T-Bills decreased by a cumulative NIS 20 billion.

Financial and Capital Markets

Most capital markets worldwide experienced declines in 2011, which had a negative impact on the markets in Israel as

well. The negative trend in Tel Aviv was notable in contrast to the relative stability of the American stock market. Overall

for the year, the Tel Aviv 100 index lost 21%, while the S&P 500 index was flat. The government bond market saw an

upward trend, as the government bond index rose by 5.0%. Spreads of corporate bonds over government bonds

expanded, as a result of the increase in risks. The business sector (excluding banks and insurance companies) issued

bonds in the amount of NIS 26 billion on the capital market, with most of the issues performed during the first half.

Data regarding representative exchange rates, the consumer price index, and their rates of change are set out below:

Rate of change

2011 2010 2009 2011 2010

Consumer price index: In points %

November ("known CPI") 104.0 101.4 99.2 2.6 2.3

Exchange rate as of Dec. 31: NIS

USD 3.821 3.549 3.775 7.7 (6.0)

EUR 4.938 4.738 5.442 4.2 (12.9)

CHF 4.062 3.788 3.667 7.2 3.3

GBP 5.892 5.493 6.111 7.3 (10.1)

TRY 1.989 2.296 2.518 (13.4) (8.8)

Accounting Policies on Critical Matters and Critical Accounting EstimatesThe financial statements of the Bank are prepared in accordance with accounting principles and rules, the main points

of which are described in Note 1 to the financial statements. In implementing the accounting principles, when preparing

the financial statements, the Board of Management of the Bank uses assumptions, estimates, and evaluations that affect

the reported amounts of assets and liabilities (including contingent liabilities) and the results reported by the Bank.

Actual future results may differ from such estimates and evaluations made when preparing the financial statements.

Some of these estimates and evaluations involve a considerable degree of uncertainty, and can be affected by possible

future changes. Such estimates and evaluations in which changes may have a material effect on the financial results

presented in the financial statements are considered by the Bank, in all matters connected with accounting policy, as

estimates and evaluations on "critical" matters. The Bank’s Board of Management is of the opinion that the estimates

and evaluations used during the preparation of the financial statements are fair, and were made to the best of its

knowledge and professional judgment.


Provision for Credit Losses

Pursuant to the new directive of the Supervisor of Banks concerning the measurement and disclosure of impaired

debts, credit risk, and provisions for credit losses, as of January 1, 2011, the Bank has implemented the US accounting

standards in this area (ASC 310) and the position statements of the banking supervision agencies in the United States

and of the Securities and Exchange Commission in the United States, as adopted in the Public Reporting Directives.

The provision to cover estimated credit losses with respect to the credit portfolio is assessed by one of two

methods: "individual provisions" and "group provisions". The Bank also examines the overall fairness of the provision

for credit losses.

The individual provision for credit losses is made on the basis of the Board of Management’s estimate of the losses

inherent in the credit portfolio, including debts in off-balance sheet items. The Board of Management bases the

evaluation process on numerous considerations and estimates.

For each individually examined borrower, when indications exist of a possible problem in the borrower’s ability to

repay credit granted, the Bank prepares an estimate of the amount that can be collected from the borrower, according

to the relevant sources of repayment, which include sources of repayment from the borrower’s business activities,

sources of repayment from the borrower’s private resources, the expected realizable value of collateral provided

to the Bank, and the expected realizable value of external guarantees that were given to support repayment of the

credit, taking into consideration the relevant repayment and realization dates. The suitability of the classification of the

debt and the collectible amount are approved by an officer one level above the officer authorized to grant the credit

to the customer, with the necessary adjustments. After determining the collectible amount, an individual provision for

credit losses is recorded, in every reporting period, representing the difference between the amount of credit given

to the borrower and the total amount that can be collected from the borrower, discounted by the original interest

rate of the debt, or the net fair value of the collateral provided against the debt.

In addition, the Bank is required to estimate the volume of debt that cannot be collected via prolonged collection

efforts (defined in most cases as a period exceeding two years), and perform accounting write-offs in respect of

such debt.

The collectible amount is based on various parameters, which include expected cash flows from the borrower’s

business activities; the net realizable value of real-estate assets, production equipment, securities, and other assets of the

borrower; the realizable value of third-party guarantees; and the realization dates of such amounts. Such information,

which is based on estimates and evaluations, is naturally dependent upon economic variables that are not under the

Bank’s control, such as the condition of the Israeli economy and global markets, markets for companies’ operations

and products, interest rates, conditions in the capital market, prices of real estate and other assets, demand in the

industry in Israel and worldwide, and more.

In determining the collectible amount, safety margins are taken into account for cases of uncertainty regarding the

ability to repay the debt and the value of collateral. However, because economic and other variables are involved,

there is no certainty that the amounts actually received will be identical to such estimates.


The group provision for credit losses is calculated in order to reflect provisions for decline in value in respect of credit

losses not individually identified inherent in large groups of small debts with similar risk attributes, and in respect of

debts examined individually and found to be unimpaired. The provision for credit losses in respect of balance-sheet

and off-balance-sheet credit risk evaluated on a group basis is calculated based on historical rates of loss in the various

sectors of the economy, with a division between problematic and non-problematic credit, in 2008, 2009, and 2010, as

well as on actual rates of net accounting write-offs starting January 1, 2011. This calculation also takes additional data

into consideration, including trends in the volume of credit in each sector, conditions in the sector, macro-economic

data, evaluation of the overall quality of credit in the economic sector, changes in volumes and trends of balances in

arrears and impaired balances, and the effects of changes in credit concentration. The rates of group provisions are

established using a methodology established in congruence with the directives of the Supervisor of Banks, taking the

factors noted above into consideration.

As the volume and rate of the group provision are based, among other factors, on the classification of the debt as

problematic, in itself, and on the timing of this classification, in determining the amount of the group provision the

Bank relies on the same estimates regarding the financial stability and repayment capability of the borrower that are

the basis for the classification of the debt as problematic and for the timing of the classification.

The Bank has established procedures for the classification of credit and measurement of provisions for credit losses,

in order to maintain an allowance at an appropriate level in order to cover estimated credit losses with respect to its

credit portfolio. In addition, the Bank has established the necessary procedures in order to maintain an allowance in

a separate liability account at an appropriate level to cover estimated credit losses related to off-balance-sheet credit

instruments, such as contractual engagements to provide credit, unutilized credit facilities, and guarantees.

Fair Value Measurements

Some of the financial instruments in which the Bank operates, including most of the securities in the available-for-sale

portfolio, securities in the portfolio held for trading, and derivative financial instruments, are measured in the financial

statements at fair value. The fair value of a financial instrument is defined as the price that would be obtained from

the sale of an asset, or that would be paid to transfer a liability, in a routine transaction between willing participants in

the market, i.e. in a transaction that is not a forced sale or a sale in the course of liquidation. Maximum use is made of

observable inputs in assessing fair value. Observable inputs represent information available in the market and received

from independent sources. When no observable inputs are available for the measurement of fair value, unobservable

inputs are used. These data reflect the assumptions of the Bank, and include models that take the risk inherent in the

financial instrument into consideration (market risk, credit risk, etc.).

These types of inputs form the following fair-value hierarchy:

• Level1data:Pricesquoted(unadjusted)inactivemarketsforidenticalassetsorliabilities.

• Level2data:Pricesquotedinactivemarketsforsimilarassetsorliabilities;pricesquotedininactivemarketsfor

identical assets or liabilities; prices derived from evaluation models in which all significant inputs are observed in

the market or supported by observed market data.

• Level3data:Unobservableinputsregardingtheassetorliability,arisingfromevaluationmodelsinwhichoneor

more of the significant inputs is unobservable.

The hierarchy requires the use of observable market inputs when such information is available. When possible, the Bank

considers relevant observable market information in its evaluation. The volume and frequency of transactions, ask-bid

spread, and size of the adjustment necessary in comparing similar transactions are all factors taken into consideration

when determining the liquidity of markets and the relevance of prices observed in such markets.


Set out below are the balances of financial instruments measured at fair value included in the balance sheet as at

December 31, 2011.

Fair value measured using:

Prices quoted in active markets

(level 1)

Other significant observable

inputs (level 2)

Significant unobservable

inputs (level 3)

Balance-sheet balance

NIS millions

Assets

Total securities available for sale 25,119 4,198 70 29,387

Total securities held for trading 3,592 - - 3,592

Total assets in respect of derivative instruments 275 10,549 97 10,921

Credit in respect of inter-customer lending 880 - - 880

Assets in respect of activity in the Maof market 590 - - 590

Total assets 30,456 14,747 167 45,370

Liabilities

Liabilities in respect of derivative instruments 274 13,185 107 13,566

Deposits in respect of inter-customer lending 880 - - 880

Liabilities in respect of activity in the Maof market 590 - - 590

Total liabilities 1,744 13,185 107 15,036

The Bank exercises appropriate professional judgment in establishing fair values. Towards that end, the Bank has

formulated a plan for the definition of a structured, orderly process for the establishment of fair value. The process

encompasses four independent functions:

(1) The business function – The party responsible for the management of the financial instrument.

(2) The validation function – The party responsible for validating the models for the fair value calculation and validating

the data and assumptions used in the calculation.

(3) The control function – The party responsible for applying routine controls to the process of establishing fair value.

(4) The supervision function – The party responsible for supervising the proper implementation of the process of

establishing fair value.

In addition, the Bank routinely assesses and examines the risks involved in the process of establishing fair value. Within

the aforesaid plan, the Bank defined a limit according to which the Bank shall not enter into a new type of financial

instrument in a material amount, or increase the amount of an existing type, if no structured procedure exists for

establishing its fair value at a reasonable degree of confidence (hereinafter: "exceptional instruments"). It was further

established that in cases in which the volume of the exceptional instruments reaches 75% of the limit that has been

set, the Board of Directors and the Board of Management Committee on Risk Management will be notified, and the

committee will formulate a plan to reduce the volume of the exceptional instruments.

Due to the implementation of FAS 157, Fair Value Measurements, the Bank is required to reflect credit risk and

nonperformance risk in assessing the fair value of debt, including derivative instruments, measured at fair value.

Nonperformance risk includes the credit risk of the Bank, but is not limited to this risk alone. The Bank assesses credit

risk in derivative instruments in the following manner:

• Whensufficientliquidcollateralexistsinrespectoftheexposure,specificallysecuringthederivativeinstrument

at a high degree of legal certainty, the Bank assumes that the credit risk inherent in the instrument is zero, and

does not perform adjustments to fair value in respect of the quality of credit of the counterparty.


• Whenexposureinrespectofthecounterpartyonaconsolidatedbasisismaterial,theBankperformsafair-value

assessment of the quality of credit of the counterparty, based on indications from transactions in an active market,

insofar as such indications are available with reasonable effort. The Bank derives these indications, among other

things, from prices of debt instruments of the counterparty traded in an active market, and from prices of credit

derivatives the basis for which is the quality of credit of the counterparty. If no such indications exist, the Bank

calculates the adjustments based on internal ratings (e.g. estimates of expected default rates and rates of credit

losses in the event of default).

In addition, the Bank performs a test of reasonableness on the results obtained in the internal evaluation with respect

to changes in spreads in the market, and performs necessary adjustments, as relevant.

Set out below are data regarding the adjustment of assets and liabilities in respect of derivative instruments, as noted

above, as at December 31, 2011.

NIS millions

Assets in respect of derivative instruments 10,921

Adjustment for credit risk of assets in respect of derivative instruments (104)

Liabilities in respect of derivative instruments 13,566

Adjustment for credit risk of liabilities in respect of derivative instruments (85)

Employee Benefit Obligations

Some of the provisions in respect of the Bank’s obligations in connection with employer-employee relationships are

based, among other considerations, on actuarial calculations. This refers to the obligation to pay the 25-year service

grant that each employee is entitled to receive at the end of 25 years of employment at the Bank, the obligation to

pay compensation for unutilized sick days, post-retirement benefits, and pension obligations regarding payments to

employees who retire earlier than the legal retirement age.

In addition, due to the implementation of the directives of the Supervisor of Banks regarding financial reporting

on employee benefits, calculations are also performed on an actuarial basis with regard to pension obligations for

payments to active employees who are expected to retire under preferred retirement terms earlier than the legal

retirement age, as well as obligations for severance pay.

Total obligations, calculated based on actuarial estimates, amounted to approximately NIS 2,450 million on

December 31, 2011. The obligations are discounted at a factor of 4% per year, as stipulated by the Supervisor of

Banks, net of the real rate of increase of wages.

Most actuarial calculations are based on assumptions and estimates, which are based on estimates and decisions by

management, past experience, and various statistics such as mortality rates, employee departure rates, the real rate

of change in salaries over time, etc. Changes in the various actuarial parameters would lead to results different from

those obtained today. Thus, for example, an increase of 1% in the discount rate would result in a reduction of the

obligations by a total of approximately NIS 182 million, and a reduction of 1% in the discount rate would increase the

aforesaid obligations by a total of approximately NIS 213 million. An increase of 0.5% in the estimated annual rate of

increase in wages would cause these obligations to grow by a total of approximately NIS 19 million. An increase of

0.5% in the estimated annual rate of employee departures for early retirement would cause the aforesaid obligations

to increase by approximately NIS 140 million, while a decrease of 0.5% in the estimated annual rate of departure for

early retirement would cause the obligations to decrease by a total of approximately NIS 144 million.

The actuarial assessment for the period ended on December 31, 2011, of the obligations for employee benefits is

available at the Magna website of the Israel Securities Authority at www.magna.isa.gov.il.


Deferred Taxes

Deferred taxes are recorded for temporary differences between the value of assets and liabilities in the balance

sheet and their value for tax purposes.

Deferred taxes receivable are recorded for timing differences only if there is near certainty that there will be a tax

saving when the differences are reversed; deferred taxes receivable for losses carried forward for tax purposes are

recorded only if the realization of the tax asset in the foreseeable future is not in doubt. Accordingly, at the time

of recording deferred taxes receivable, the Bank is required to carry out evaluations and estimates regarding their

possible realization in the future.

As at December 31, 2011, the amount of temporary differences for which deferred taxes receivable were recorded

amounted to NIS 7,289 million; the amount of losses carried forward for which no deferred taxes receivable were

recorded amounted to NIS 391 million; and the amount of losses carried forward for which deferred taxes receivable

were recorded amounted to NIS 197 million.

Contingent Liabilities

The Bank Group is a party to legal proceedings taken against it by customers, by former customers, and by various

third parties who believe they have suffered harm or damages resulting from the Bank Group’s activity.

The Bank’s Board of Management has included sufficient provisions in the financial statements to cover possible

damages resulting from all such claims, based on legal opinions. In most legal proceedings, opinions are obtained from

legal advisors external to the Bank Group, and reviewed by legal counsels employed by the Bank.

These evaluations are based on the best judgment of the legal counsels, taking into consideration the stage at which

the proceedings are at present and the legal experience accumulated on these matters in Israel and worldwide.

However, it should be taken into account that no "certain" or "near certain" assessments can be made with regard

to legal matters – not only in the initial stages of a claim, but until the verdict is handed down; the outcome of the

proceedings may therefore differ from prior estimates.

This is especially true in the case of class-action suits, due to factors including the lack of accumulated legal experience

regarding the outcome of such suits in Israel. The Bank and its legal advisors therefore face greater difficulty than

usual when estimating the outcome of legal proceedings involving class-action suits, most notably during the stage in

which the court has not yet decided whether to accept or deny the petition to recognize the claim as a class action.


Impairment of Securities Available for Sale and of Securities Held to Maturity

Each reporting period, the Board of Management of the Bank examines whether declines in the fair value of securities

classified into the available-for-sale portfolio and the held-to-maturity portfolio are of an other-than-temporary

nature. This examination includes several stages and principles, in accordance with the policy established at the Bank,

primarily the following:

1. Formulation of a watch list – A quantitative and qualitative examination is performed in order to identify and

evaluate securities whose value has declined, where the impairment may be of an other-than-temporary nature.

2. Individual examination – Each security in the watch list is examined individually. This examination is based on

considerations including the following:

• TheBank'sabilityandintentiontoholdthesecurityforasufficientperiodtoallowthevalueofthesecurityto

return to the level of its cost.

• Thevalueofcollateralandsafetycushionsbackingthesecurity.

• Theratingofthesecuritybyinternationalandlocalratingagencies,includingdevelopmentsintheseratingsafter

the balance-sheet date.

• Therateoftheimpairmentofthesecurityrelativetoitstotalcost.

• Theamountoftimeforwhichthefairvalueofthesecurityislowerthanitscost.

• Thefinancialconditionoftheissuerandchangesinitsbusinessenvironment,includinganexaminationofwhether

the impairment reflects circumstances unique to the issuer or general market conditions.

• Eventsafterthebalance-sheetdate.

3. Documentation of the results of the examination, as required pursuant to the rules established at the Bank.

The Bank has established several principles in order to determine whether impairment is other than temporary,

and the amount of such impairment, as follows:

• Securitieswhichatthebalance-sheetdatetheBankdoesnotintendtohold,orsecuritiessoldafterthe

balance-sheet date, constitute securities in which other-than-temporary impairment has occurred.

• Securitieswhosevaluehasdeclinedby40%ormoreofthecostofthesecurity,atorafterthebalance-sheet

date, constitute securities in which other-than-temporary impairment has occurred, unless it can be proven that

special circumstances existed.

• Debtinstrumentsthathavesustainedasignificantdowngradeofratings,orhavebeenclassifiedasproblematic

by the Bank, or in which a default on payments has occurred after the purchase, are considered to be securities

in which other-than-temporary impairment has occurred.

When other-than-temporary impairment occurs in a security, the cost of the security is written down to its fair value

at the balance-sheet date and used as the new cost base. The amount of the write-down is charged to the statement

of profit and loss.


Disclosure Regarding the Procedure for Approval of the Financial Statements The Board of Directors of the Bank is the organ charged with overarching control at the Bank, pursuant to the

resolution of the Board of Directors of June 29, 2006, and with the approval of its financial statements, as required

by Proper Conduct of Banking Business Directive 301, The Board of Directors ("Directive 301").

The Audit Committee of the Board of Directors discusses and examines the drafts of the financial statements

presented to it and makes a recommendation to the Board of Directors with regard to the approval of the financial

statements, as required by the Companies Regulations (Directives and Terms Regarding the Procedure for the Approval

of Financial Statements), 2010, and in accordance with Directive 301.

The financial statements are also discussed by the Finance and Prospectus Committee of the Board of Directors,

which mainly examines the business and economic aspects of the financial statements, including an examination of

the reported results in comparison to the budget and work plans of the Bank.

The Audit Committee receives reports and holds discussions regarding deficiencies and material weaknesses in the

internal control of the financial statements, if and as found, and receives reports of any fraud, whether material or

immaterial, if and inasmuch as any exists, in which the Board of Management is involved, or in which other employees

are involved who take part in the Bank’s internal control of financial reporting, as required under Directive 645 of

the Public Reporting Directives of the Supervisor of Banks – Disclosure Declaration.

The Audit Committee examines the material issues and critical estimates applied in the financial statements; the

reasonableness of the data; the accounting policies applied and the changes thereto, if any; and the implementation

of the due disclosure principle in the financial statements and in the accompanying information, through detailed

presentation of the issues by officers and others at the Bank, including the Chief Executive Officer, the Head of Finance

(Chief Financial Officer), and the Chief Accountant.

As part of the discussion of the financial statements, the Audit Committee also discusses the problematic debts of the

Bank, examines the value of the Bank's holdings in securities, and discusses the provisions for temporary impairment

of securities and provisions for credit losses of the Bank. In addition, the Audit Committee discusses and examines

the Bank’s exposure to risks, and the reflection and impact of such risks on the financial statements.

The Bank’s external auditors, Ziv Haft CPA (Isr.) and Somekh Chaikin CPA (Isr.), are invited to the meetings of the

Audit Committee and of the Board of Directors in which the financial statements are discussed and approved, and

they attend all such meetings. The Bank’s Internal Auditor is also invited to the discussions of the Audit Committee

and the Board of Directors regarding the approval of the financial statements.

The names and qualifications of the members of the Audit Committee and of the Finance and Prospectus Committee

are detailed in the section "The Board of Directors and the Discharge of its Functions" and in the section "Report on

Directors with Accounting and Financial Expertise" in the Annual Financial Statements for 2011.

The Audit Committee and the Finance and Prospectus Committee held discussions regarding the financial statements

as at December 31, 2011, as necessary. The Audit Committee presented its recommendations to the plenum of the

Board of Directors prior to the discussion of the financial statements by the Board of Directors.


Profit and ProfitabilityDue to the implementation of the circular of the Supervisor of Banks discussing guidelines and clarifications with regard

to the reinforcement of internal control over financial reporting on employee benefits, by retroactive implementation

(see also Note 1(E)(18) to the Financial Statements), balances of certain assets and liabilities were restated, as well

as relevant items of profit and loss. Accordingly, the data referring to earlier periods and the explanations of changes

are stated after the required adjustments resulting from the implementation of the circular.

Net profit attributed to the shareholders of the Bank totaled NIS 2,746 million in 2011, compared with profit in the

amount of NIS 2,201 million in 2010.

Net return on shareholders’ equity was approximately 12.0% in 2011, compared with approximately 10.4% in 2010.

Set out below is the condensed statement of profit and loss for the years 2011 and 2010:

For the year ended December 31

2011 2010 Change

NIS millions %

Profit from financing activity before provisions for credit losses 8,231 7,775 5.9

Provisions for credit losses 1,202 1,030 16.7

Profit from financing activity after provisions for credit losses 7,029 6,745 4.2

Operating and other income 4,852 *5,052 (4.0)

Operating and other expenses 8,365 *8,291 0.9

Operating profit before taxes 3,516 *3,506 0.3

Provision for taxes on operating profit 809 *1,342 (39.7)

The Bank’s share in operating profits (losses) of equity-basis investees, after taxes (5) 3 -

Net operating profit:

Before attribution to non controlling interests 2,702 *2,167 24.7

Loss attributed to non controlling interests 39 18 116.7

Attributed to shareholders of the Bank 2,741 *2,185 25.4

Profit from extraordinary transactions, after taxes, before attribution to non controlling interests 5 16 (68.8)

Net profit:

Before attribution to non controlling interests 2,707 *2,183 24.0

Loss attributed to non controlling interests 39 18 116.7

Attributed to shareholders of the Bank 2,746 *2,201 24.8

Return on shareholders’ equity:

Return of net operating profit on equity 12.0% *10.3%

Return of net profit on equity 12.0% *10.4%



Developments in Income and Expenses

Profit from financing activity before provision for credit losses totaled NIS 8,231 million in 2011, compared

with NIS 7,775 million in 2010, an increase of approximately 5.9%.

The increase in financing profit in comparison to 2010 mainly resulted from an increase in profit from regular financing

activity, which mainly stemmed from an increase in the interest rate in Israel and an increase in the volume of activity.

This increase was partially offset by the effect of the implementation of the directive of the Bank of Israel concerning

measurement and disclosure of impaired debts, credit risk, and provisions for credit losses as of January 1, 2011 (see

Note 1(E)(4) to the Financial Statements), which led to an increase in the volume of credit not accruing interest

income. In addition, income was recorded in 2011 from adjustments to fair value of derivative instruments, versus

expenses in 2010. By contrast, income from realization and adjustments to fair value of bonds decreased. In addition,

financing expenses were recorded in 2011 due to hedging of investments overseas, versus income in 2010.

Data in the item of interest income on problematic debts not previously recorded are not comparable to earlier

periods, due to the implementation of the directive of the Bank of Israel regarding the measurement and disclosure

of impaired debts, credit risk, and provisions for credit losses as of January 1, 2011. As a result, the amount of interest

income in respect of impaired debts that can be recognized within financing profit decreased significantly (see Note

1(E)(4) to the Financial Statements).

Set out below are the developments in financing profit in 2011:


2011 2010 Change

NIS millions %

Profit from regular financing activity(1) 7,953 7,492 6.2

Income from realization and adjustments to fair value of bonds 124 390 (68.2)

Adjustments to fair value of derivative instruments(2) 129 (636) -

Interest income on problematic debts not previously recorded(3) 139 428 (67.5)

Profits in respect of the credit-derivative portfolio 3 30 (90.0)

Financing income (expenses) from hedging of investments overseas(4) (117) 71 -

Reported financing profit 8,231 7,775 5.9

(1) Profit from financing activity excluding exceptional effects, and excluding effects arising mainly from the timing of recording in accounting.

(2) The effect of the measurement of profit and loss in derivative instruments constituting part of the Bank's asset and liability management strategy on a fair-value basis, versus measurement on an accrual basis. The volatility in this item mainly resulted from changes in interest rates in the CPI-linked segment. Data under this item starting with the first quarter of 2011 include the effect of the implementation of FAS 157.

(3) Following the implementation of provisions of the Bank of Israel on the measurement and disclosure of impaired debts, credit risk and the provision for credit losses starting in the first quarter of 2011, most collections are first recorded as a reduction of the item of provisions for credit losses, versus the previous reporting method in which they were initially recorded as financing income.

(4) The effect of hedging the asymmetry in the tax liability in respect of exchange-rate differences in investments overseas, which are not taken into account in the income base for the purpose of the calculation of the provision for tax, in contrast to exchange-rate differences in respect of sources of financing. The Bank performs a hedge against the tax exposure in respect of investments overseas by providing surplus financing sources against such investments.


Set out below is the quarterly development of financing profit:

2011 2010

Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1

NIS millions

Profit from regular financing activity(1) 1,971 2,003 1,996 1,983 1,890 1,899 1,876 1,827

Income from realization and adjustments to fair value of bonds 54 71 (7) 6 69 92 127 102

Adjustments to fair value of derivative instruments(2) 41 (255) 121 222 31 (92) (295) (280)

Interest income on problematic debts not previously recorded(3) 42 37 38 22 116 102 129 81

Profits (losses) in respect of the credit-derivative portfolio 4 (5) 7 (3) 4 4 - 22

Financing income (expenses) from hedging of investments overseas(4) (25) (101) (13) 22 23 48 - -

Reported financing profit 2,087 1,750 2,142 2,252 2,133 2,053 1,837 1,752

(1) Profit from financing activity excluding exceptional effects, and excluding effects arising mainly from the timing of recording in accounting.

(2) The effect of the measurement of profit and loss in derivative instruments constituting part of the Bank's asset and liability management strategy on a fair-value basis, versus measurement on an accrual basis. The volatility in this item mainly resulted from changes in interest rates in the CPI-linked segment. Data under this item starting with the first quarter of 2011 include the effect of the implementation of FAS 157.

(3) Following the implementation of provisions of the Bank of Israel on the measurement and disclosure of impaired debts, credit risk and the provision for credit losses starting in the first quarter of 2011, most collections are first recorded as a reduction of the item of provisions for credit losses, versus the previous reporting method in which they were initially recorded as financing income.

(4) The effect of hedging the asymmetry in the tax liability in respect of exchange-rate differences in investments overseas, which are not taken into account in the income base for the purpose of the calculation of the provision for tax, in contrast to exchange-rate differences in respect of sources of financing. The Bank performs a hedge against the tax exposure in respect of investments overseas by providing surplus financing sources against such investments.

The overall interest spread (balance-sheet and off-balance-sheet) in 2011 stood at 0.89%, compared with an overall

interest spread of 1.10% in 2010. The decrease in the overall interest spread in 2011 mainly derived from an increase in

the volume of activity in derivatives, which is executed at significantly lower spreads compared to balance-sheet activity.

The interest spread (including derivatives) in the unlinked segment stood at 1.54% in 2011, compared with 1.72% in

the previous year. The decrease in the interest spread mainly resulted from an increase in the volume of activity in

derivatives, as noted above, as well as the effect of the implementation of the directive of the Bank of Israel concerning

measurement and disclosure of impaired debts, credit risk, and provisions for credit losses as of January 1, 2011 (see

Note 1(E)(4) to the Financial Statements), which led to an increase in the volume of credit not accruing interest

income.

The interest spread (including derivatives) in the CPI-linked segment stood at 0.42% in 2011, compared with 0.02%

in the previous year. The increase in the interest spread mainly resulted from income from adjustments to fair value

of derivatives recorded in 2011, versus expenses in this item in 2010.

The interest spread (including derivatives) in the foreign-currency segment stood at 0.59% in 2011, compared with

0.62% in 2010.


Set out below are the developments in profit from financing activity, before the provision for credit losses, by principal

segments of activity:


2011 2010* Change

Segment NIS millions %

Households Segment 2,263 2,016 12.3

Private Banking Segment 1,293 997 29.7

Small Business Segment 1,159 1,017 14.0

Commercial Segment 778 688 13.1

Corporate Segment 2,424 2,661 (8.9)

Financial Management Segment 314 396 (20.7)

Total 8,231 7,775 5.9

* Due to the retroactive implementation of the directives of the Supervisor of Banks concerning financial reporting on employee benefits, and the effect thereof on the capital allocated to the segments of activity, data on profit from financing activities attributed to the segments were reclassified. For further details, see Note 1(E)(18) to the Financial Statements.

The increase in financing profit in the retail banking segments in Israel in 2011, in comparison to 2010, mainly resulted

from an increase in interest rates in Israel, a significant increase in deposit balances, and an increase in credit balances.

The decrease in financing profit in the Corporate Segment, in comparison to the same period last year, resulted from

a decrease in the amount of recognizable interest income in respect of impaired debts, due to the implementation

of the directives of the Bank of Israel concerning the measurement and disclosure of impaired debts, credit risk, and

provisions for credit losses.

The decrease in financing profit in the Financial Management Segment resulted from a decrease in income from

bonds, and from financing expenses arising from hedging of investments overseas. The decrease was offset by positive

adjustments to fair value of derivatives.

Provisions for credit losses totaled NIS 1,202 million in 2011. In 2010, the provision totaled NIS 1,030 million.

Due to the implementation of the directive of the Bank of Israel concerning the measurement and disclosure of

impaired debts, credit risk, and provisions for credit losses as of January 1, 2011 (see also Note 1(E)(4) to the Financial

Statements), data on provisions for credit losses for 2011 are not fully comparable to data for earlier periods.

An expense in the amount of NIS 349 million was recorded in respect of debts examined on an individual basis

in 2011. The expense resulted from provisions recorded in the amount of approximately NIS 1,503 million, mainly

due to declines in the value of collateral, and was mainly offset by the collection of debts. The provision for credit

losses in respect of debts examined on a group basis totaled approximately NIS 853 million, mainly resulting from

an increase in credit risk.

In 2010, the specific provision for doubtful debts totaled NIS 1,107 million; most of the expense derived from the

financial services sector and from credit to private individuals. Income was also recorded due to a decrease in the

supplementary provision, in the amount of NIS 77 million.

See Note 4 to the Financial Statements with regard to the components of provisions for credit losses.


Set out below are details regarding the provision for credit losses in respect of debts and in respect of off-balance-sheet

credit instruments*:

For the year ended

December 31, 2011

NIS millions

Provisions for credit losses in respect of debt examined on an individual basis 1,503

Decrease in individual allowance for credit losses and collection of debts written off in accounting (1,154)

Total net provision for credit losses in respect of debt examined on an individual basis 349

Total net provision in respect of the group allowance for credit losses and net accounting write-offs of debt examined on a group basis 853

Total provision for credit losses 1,202

Provision as a percentage of total credit to the public:

Provision as a percentage of the recorded balance of credit to the public 0.48%

Provision for credit losses as a percentage of the average recorded balance of credit to the public 0.50%

Net write-offs in respect of credit to the public as a percentage of the average recorded balance of credit to the public 0.87%

Net write-offs in respect of credit to the public as a percentage of the allowance for credit losses in respect of credit to the public 51.16%

* Including in respect of housing loans examined according to the extent of arrears.

Set out below is the development of the provision for doubtful debts up to December 31, 2010, before the

implementation of the new directives:

For the year ended

December 31, 2010

NIS millions

Specific provision during the period 1,825

Reduction of specific provision and collection of debts written off in the past (718)

Increase in specific provision 1,107

Decrease in supplementary provision (77)

Total 1,030

Rate of specific provision out of total credit to the public:

Specific provision during the period 0.81%

Reduction of specific provision and collection of debts written off in the past (0.32%)

Total specific provision 0.49%


Set out below is the quarterly provision for credit losses in respect of debts and in respect of off-balance-sheet

credit instruments*:

2011

Q4 Q3 Q2 Q1

NIS millions

Provisions for credit losses in respect of debt examined on an individual basis 380 439 454 230

Decrease in individual allowance for credit losses and collection of debts written off in accounting (213) (219) (256) (466)

Total net provision (income) for credit losses in respect of debt examined on an individual basis 167 220 198 (236)

Total net provision in respect of the group allowance for credit losses and net accounting write-offs of debt examined on a group basis 196 278 129 250

Total provision for credit losses 363 498 327 14

Provision as a percentage of total credit to the public**:

Provision as a percentage of the recorded balance of credit to the public 0.58% 0.80% 0.55% 0.02%

Provision for credit losses as a percentage of the average recorded balance of credit to the public 0.61% 0.84% 0.56% 0.02%

Net write-offs in respect of credit to the public as a percentage of the average recorded balance of credit to the public 0.37% 1.10% 1.50% 0.58%

Net write-offs in respect of credit to the public as a percentage of the allowance for credit losses in respect of credit to the public 19.81% 50.93% 60.80% 25.36%

* Including in respect of housing loans examined according to the extent of arrears.** Annualized.

Set out below is the quarterly development of the provision for doubtful debts up to December 31, 2010, before

the implementation of the new directives:

2010

Q4 Q3 Q2 Q1

NIS millions

Specific provision during the period 524 419 421 461

Reduction of specific provision and collection of debts written off in the past (268) (159) (134) (157)

Increase in specific provision 256 260 287 304

Increase (decrease) in supplementary provision (156) 30 54 (5)

Total 100 290 341 299

Rate of specific provision out of total credit to the public*:

Specific provision during the period 0.93% 0.76% 0.77% 0.86%

Reduction of specific provision and collection of debts written off in the past (0.48%) (0.29%) (0.25%) (0.29%)

Total specific provision 0.45% 0.47% 0.52% 0.57%

* Annualized.


Set out below are details of the provisions for credit losses and their rates as a percentage of total credit to the

public, by principal segments of activity:

For the year ended December 31 2011

For the year ended December 31 2010*

Change

NIS millions % NIS millions % %

Households Segment 268 0.43% 309 0.53% (13.3%)

Private Banking Segment 57 0.20% 29 0.12% 96.6%

Small Business Segment 124 0.54% 139 0.65% (10.8%)

Commercial Segment 130 0.53% 118 0.54% 10.2%

Corporate Segment 623 0.59% 435 0.45% 43.2%

Total 1,202 0.49% 1,030 0.46% 16.7%

Operating and other income totaled NIS 4,852 million in 2011, compared with NIS 5,052 million in 2010.

Set out below are details of operating and other income:


2011 2010 Change

NIS millions %

Operating fees:

Account management 952 953 (0.1%)

Credit cards 1,549 1,461 6.0%

Securities activity 1,054 1,199 (12.1%)

Financial product distribution fees(1) 182 174 4.6%

Management, operations, and trust services for institutional entities(2) 67 82 (18.3%)

Credit handling 361 391 (7.7%)

Conversion differences 258 264 (2.3%)

Foreign trade activity 109 112 (2.7%)

Net income from credit portfolio services 45 49 (8.2%)

Life insurance and home insurance management fees and commissions 52 52 0.0%

Other fees 67 74 (9.5%)

Total operating fees 4,696 4,811 (2.4%)

Net profits from investments in shares 55 77 (28.6%)

Other income 101 *164 (38.4%)

Total operating and other fees 4,852 *5,052 (4.0%)

* Restated, due to the retroactive implementation of the directives of the Supervisor of Banks regarding financial reporting on employee benefits.

For more information, see Note 1(E)(18) in the Financial Statements.(1) Mainly mutual funds.(2) Mainly in respect of management and operational services provided to provident funds.


Set out below are quarterly details of operating and other income:

2011 2010

Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1

NIS millions

Operating fees:

Account management 243 237 233 239 245 238 236 234

Credit cards 376 417 390 366 384 383 352 342

Securities activity 251 252 259 292 315 275 295 314

Financial product distribution fees(1) 42 46 46 48 46 44 43 41

Management, operations, and trust services for institutional entities(2) 14 15 17 21 21 20 21 20

Credit handling 87 71 78 125 100 62 154 75

Conversion differences 64 69 60 65 65 65 74 60

Foreign trade activity 28 28 26 27 28 26 28 30

Net income from credit portfolio services 9 10 13 13 12 12 12 13

Life insurance and home insurance management fees and commissions 13 13 13 13 14 13 11 14

Other fees 18 17 17 15 14 21 20 19

Total operating fees 1,145 1,175 1,152 1,224 1,244 1,159 1,246 1,162

Net profits from investments in shares (26) 9 50 22 40 6 16 15

Other income 27 23 22 29 *31 *21 72 40

Total operating and other fees 1,146 1,207 1,224 1,275 *1,315 *1,186 1334 1,217

* Restated, due to the retroactive implementation of the directives of the Supervisor of Banks regarding financial reporting on employee benefits. For more information, see Note 1(E)(18) in the Financial Statements.

(1) Mainly mutual funds.(2) Mainly in respect of management and operational services provided to provident funds.

Income from operating fees totaled NIS 4,696 million in 2011, compared with NIS 4,811 million in 2010, a decrease

of 2.4%. The decrease mainly resulted from a decrease in income from securities activity and a decrease in credit

handling fees. This decrease was offset by an increase in income from credit cards.

Profit from investments in shares totaled NIS 55 million in 2011, compared with NIS 77 million in 2010.

Other income totaled NIS 101 million in 2011, compared with NIS 164 million in 2010. Most of the decrease in

other income resulted from a decrease in income from computer services for subsidiaries that were sold, as a result

of the cessation of services to some of these companies during 2010.

Operating and other expenses totaled NIS 8,365 million in 2011, compared with NIS 8,291 million in 2010, an

increase of approximately 0.9%.


Details of operating and other expenses are set out below:


2011 2010 Change

NIS millions %

Salary expenses:

Wages 4,284 **4,057 5.6%

Bonuses and share-based compensation 475 574 (17.2%)

Total salaries 4,759 **4,631 2.8%

Maintenance and depreciation of buildings and equipment 1,535 1,518 1.1%

Write-downs and impairment of intangible assets and goodwill 21 *141 (85.1%)

Other expenses 2,050 *2,001 2.4%

Total operating and other expenses 8,365 **8,291 0.9%

* Reclassified to match the item headings and presentation method for the current period.** Restated, due to the retroactive implementation of the directives of the Supervisor of Banks regarding financial reporting on

employee benefits. For more information, see Note 1(E)(18) in the Financial Statements.

Set out below are quarterly details of operating and other expenses:

2011 2010

Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1

NIS millions

Salary expenses:

Wages 1,082 1,064 1,023 **1,115 **1,062 983 **1,001 **1,011

Bonuses and share-based compensation 145 46 124 160 241 189 69 75

Total salaries 1,227 1,110 1,147 **1,275 **1,303 1,172 **1,070 **1,086

Maintenance and depreciation of buildings and equipment 388 392 386 369 401 383 365 369

Write-downs and impairment of intangible assets and goodwill 4 3 11 3 *34 *7 *91 *9

Other expenses 578 528 469 475 *572 *502 *480 *447

Total operating and other expenses 2,197 2,033 2,013 **2,122 **2,310 2,064 **2,006 **1,911

* Reclassified to match the item headings and presentation method for the current period.** Restated, due to the retroactive implementation of the directives of the Supervisor of Banks regarding financial reporting on

employee. For further details, see Note 1(E)(18) in the Financial Statements.


The provision for taxes on operating profit amounted to NIS 809 million in 2011, compared with

NIS 1,342 million.

On October 30, 2011, the government approved the recommendations in the taxation section of the Trajtenberg

Committee’s report. The recommendations include an increase of the rate of corporation tax to 25% starting in

2012. This change contributed to an increase in the balances of deferred tax receivable.

The effective tax rate for the Bank in 2011 reached 23.0%, compared with a statutory tax rate of 34.5%. The tax

rate was lower than the statutory rate due mainly to the effects of the increase in the tax rate, as noted above; the

cancellation of provisions for taxes following income-tax assessments; and the effect of changes in exchange rates

on investments recorded in consolidated companies overseas not included in the tax base. For further details, see

Note 29 to the Financial Statements.

Operating profit after taxes totaled NIS 2,707 million in 2011, compared with NIS 2,164 million in 2010.

The share in net operating results of equity-basis investees after taxes amounted to a loss in the amount

of NIS 5 million in 2011, compared with profit in the amount of NIS 3 million in 2010.

Noncontrolling interests’ share in net results of consolidated companies totaled a share in losses in the

amount of NIS 39 million in 2011, compared with a share in losses in the amount of NIS 18 million in 2010.

Net operating profit attributed to shareholders of the Bank totaled NIS 2,741 million in 2011, compared

with NIS 2,185 million in 2010.

Profit from extraordinary transactions, after taxes, before attribution to noncontrolling interests

totaled NIS 5 million in 2011, compared with approximately NIS 16 million in 2010.

Net profit attributed to shareholders of the Bank of the Bank Group totaled NIS 2,746 million in 2011,

compared with NIS 2,201 million in 2010.

Basic net profit per share of par value NIS 1 amounted to NIS 2.07 in 2011, compared with NIS 1.66 in 2010.


Composition and Development of the Bank Group's Assets and LiabilitiesThe consolidated balance sheet as at December 31, 2011 totaled NIS 356.7 billion, compared with NIS 321.1 billion

at the end of 2010.

A. Set out below are the developments in the main balance-sheet items:

Balance as of December 31

2011 2010 Change

NIS millions %

Total assets 356,688 *321,089 11.1%

Credit to the public, net 246,495 225,288 9.4%

Cash on hand and deposits with banks 55,790 50,331 10.8%

Securities 34,411 31,604 8.9%

Deposits from the public 256,417 233,965 9.6%

Bonds and subordinated notes 32,933 27,608 19.3%

Shareholders’ equity 23,845 *22,561 5.7%


B. Set out below are the developments in the principal off-balance-sheet items:


2011 2010 Change

NIS millions %

1. Off-balance-sheet financial instruments, excluding derivatives:

Documentary credit 2,627 1,417 85.4%

Guarantees and other commitments 39,403 33,181 18.8%

Unutilized credit-card credit facilities under the Bank's responsibility 32,924 29,688 10.9%

Unutilized credit-card credit facilities under other banks' responsibility 10,163 9,744 4.3%

Unutilized revolving overdraft and other credit facilities in on-demand accounts 34,515 36,561 (5.6%)

Irrevocable commitments to grant credit approved but not yet provided, and commitments to provide guarantees 44,092 41,907 5.2%

2. Derivative instruments (notional value amounts):

Interest contracts 294,092 217,627 35.1%

Currency contracts 274,009 251,842 8.8%

Contracts in respect of shares 20,480 23,324 (12.2%)

Commodity and service contracts (including credit derivatives) 3,384 4,246 (20.3%)

Total notional value of derivatives 591,965 497,039 19.1%


C. Set out below are the developments in the balance of off-balance-sheet monetary assets held by the Bank Group’s

customers for which the Bank Group provides management, operational, and/or custody services:


2011 2010 Change

NIS millions %

In securities portfolios(1)(2) 633,782 675,346 (6.2)

In mutual funds 40,016 44,311 (9.7)

Total assets of provident funds receiving operational services 76,617 85,962 (10.9)

Total 750,415 805,619 (6.9)

(1) Including securities balances of provident funds and mutual funds for which the Bank Group provides operational services.(2) Excluding mutual funds held by customers of the Bank.

D. Set out below are the developments in the balances of study funds and pension products for which advice is

provided ("advisory balances"):


2011 2010 Change

NIS millions %

Advisory balances with distribution agreement 7,960 6,761 17.7

Advisory balances are balances of pension products and study funds (also considered a financial product) in respect

of which customers received pension advice, or financial advice on study funds, from advisors at the Bank who hold

a pension advisor's license and/or an investment advisor's license, as relevant, and for which the Bank is entitled to

distribution fees. Note that the advisory balances are the total balances for which advice is provided, and some of

the advised investments may not be executed. The increase resulted from the expansion of pension advising and the

increase in the average balance per advisory session.

Credit to the Public

Net credit to the public as at December 31, 2011 amounted to NIS 246.5 billion, compared with NIS 225.3 billion

at the end of 2010, an increase of approximately 9.4%. The growth mainly resulted from an increase in corporate

credit and in housing credit. In addition, an increase occurred due to the effect of the increase in foreign-currency

exchange rates and the increase in the CPI.

Set out below are data regarding the volume of net credit to the public, by linkage segment:

Balance as of December 31The segment's share of total credit to the public as of December 31

2011 2010 Change 2011 2010

NIS millions NIS millions % %

Israeli currency unlinked 142,503 131,527 10,976 8.3% 57.8% 58.4%

Israeli currency CPI-linked 56,718 52,901 3,817 7.2% 23.0% 23.5%

Foreign currency (including foreign currency linked) 47,054 40,655 6,399 15.7% 19.1% 18.0%

Non-monetary items 220 205 15 7.3% 0.1% 0.1%

Total 246,495 225,288 21,207 9.4% 100.0% 100.0%


Credit in the unlinked shekel segment increased by NIS 11.0 billion in 2011, an increase of approximately 8.3%,

mainly resulting from a low interest-rate environment. Most of the increase occurred in corporate credit.

Credit in the CPI-linked shekel segment increased by NIS 3.8 billion in 2011, an increase of approximately

7.2%, accounted for by the low interest-rate environment. Most of the increase occurred in the area of housing loans.

Credit in the foreign currency (including foreign-currency linked) segment increased by NIS 6.4 billion

in 2011, an increase of approximately 15.7%. Excluding the effects of the depreciation of the NIS against the major

currencies, an increase of 7.1% occurred.

Net credit to the public by segment of activity:

December 31

2011* 2010 Change

NIS millions %

Households Segment 61,685 57,666 4,019 7.0%

Private Banking Segment 28,509 23,932 4,577 19.1%

Small Business Segment 22,911 21,384 1,527 7.1%

Commercial Segment 24,405 21,575 2,830 13.1%

Corporate Segment 104,839 96,760 8,079 8.3%

Others and Adjustments 4,146 3,971 175 4.4%

Total 246,495 225,288 21,207 9.4%

Of which, consumer credit in Israel excluding housing loans:


Private Banking Segment 10,767 10,166 601 5.9%

Small Business Segment 19,258 18,592 666 3.6%

Total 56,839 54,059 2,780 5.1%

Housing loans in Israel:




Total 48,868 42,929 5,939 13.8%

* Recorded debt balance net of allowance for credit losses.


Set out below are data regarding the recorded balance of housing loans(1) and the volumes of execution (including

refinanced loans), divided into loans from Bank funds and loans from Ministry of Finance funds, all with regard to

activity in Israel:


2011 2010

NIS millions

Credit balances

Loans from Bank funds 49,250 42,929

Loans from Ministry of Finance funds* 5,098 5,768

Grants from Ministry of Finance funds* 482 564

Total 54,830 49,261

Execution of housing loans

Loans from Ministry of Finance funds:

Loans 20 43

Grants 8 10

Total from Ministry of Finance funds 28 53

Total loans from Bank funds 11,303 11,860

Total new loans 11,331 11,913

Old loans refinanced from Bank funds 1,455 1,992

Total loans extended 12,786 13,905

* This amount is not included in balance-sheet balances to the public. (1) The Bank has implemented the new directive of the Supervisor of Banks concerning the measurement and disclosure of

impaired debts, credit risk, and provisions for credit losses as of January 1, 2011, and the recorded debt balance of housing loans as of December 31, 2011 is stated accordingly. In periods prior to the implementation of this directive, the balance of housing loans is stated after the deduction of the specific provision for doubtful debts.

Regulatory Changes Regarding Housing Loans

Floating-rate leveraged housing loans – On October 28, 2010, the Supervisor of Banks issued instructions

regarding floating-rate leveraged housing loans. Under the instructions, the capital allocation for floating-rate housing

loans meeting certain criteria is 100%, instead of the previous rates of 35% or 75%. This directive applies to loans

approved as of October 26, 2010, in which the financing rate at the date on which the credit is granted is higher

than 60%, and the part of the housing loan with a floating rate of interest constitutes 25% or more of the total loan.

These directives do not apply to housing loans which, on the date granted, totaled less than NIS 800,000, or to

housing loans granted to borrowers meeting the Ministry of Housing's criteria for an eligibility certificate. The Bank

has implemented this directive starting with the financial statements as at December 31, 2010. The effect of the

directives is not material.

Floating-rate housing loans – On May 3, 2011, the Supervisor of Banks issued a directive according to which, as

of May 5, 2011, housing loans may be approved by banking corporations only if the share of the housing loan bearing

a floating-interest rate, that varies at a frequency of less than five years, does not exceed 33.3% of the total housing

loan. The directive also applies to loans refinanced by banking corporations as of that date, with the exception of

refinancing in which the proportion of the component of the loan with a floating-interest rate varying at a frequency

of less than five years is reduced.

The directive does not apply to housing loans in foreign currency granted to non-residents, bridge loans with an

original term to maturity of up to three years, and general-purpose loans in amounts of up to NIS 100,000, provided

that the ratio of total housing loans bearing an interest rate that varies at a frequency of less than five years to the

total housing loans extended under the new directive, during a calendar quarter, does not exceed 33.3%.


In addition, pursuant to the directive, the Bank must send a letter to long-standing borrowers who have housing-loan

components with a floating unlinked Prime interest rate constituting 33.3% or more of their loans, informing them

of the consequences of a possible future increase in the interest rates applicable to their loans. In addition, the

management of a banking corporation is required to examine the need for appropriate disclosure to other borrowers.

The Bank has implemented the directive in full.

Group allowance for housing loans – On May 1, 2011, the Supervisor of Banks issued a directive pursuant to

which, in view of the rapid increase in housing credit in recent years, which has not yet been expressed in provisions

according to the extent of arrears, banking corporations must consider the need to calculate a group allowance for

credit losses in respect of housing loans granted in the last few years. Accordingly, the Bank created a group allowance

for credit losses in respect of housing loans granted from 2009 forward where the ratio of the debt to the value of

the asset pledged when the loan was granted (LTV) is greater than 60%.

The Housing Market

According to reports by the Central Bureau of Statistics, prices of homes in Israel rose at a nominal rate of 7.1%

and at a real rate of 4.8% in the twelve months ended in December 2011. The housing price index, which is based

on rental contracts and is included in the consumer price index, rose by 5.1% in 2011, compared with 4.9% in 2010.

Housing Credit Risk Management

The Bank uses various means to manage risk arising from housing credit. Housing credit risks are examined individually,

according to the policies and objectives established in the risk appetite defined for housing credit, from the level of

the individual transaction to an overview of the housing credit portfolio of the Bank. The various means used by

the Bank to manage risk in housing credit include the use of a specialized model to regularly examine the risk in the

portfolio, with reference to the different segments.

Housing Credit Policies and Procedures

Housing credit policies and procedures include a hierarchy of authorizations approved by the Board of Management,

varying from time to time according to risk appetite and economic conditions, which is binding for all those involved

with housing credit at the Bank, and specifies all principles and considerations pertaining to credit granting as well as

the prohibitions and restrictions that apply to credit granting.

Credit applications are approved based on a defined hierarchy of authorizations. The guiding principles in granting

housing credit include an initial approval in principle, based on an examination of the customer’s information using an

automated risk model for approvals in principle, as well as on housing credit procedures used in individual examinations

of customers’ applications. The customer’s application is examined according to a range of parameters, including the

quality of the customer (based on the customer’s credit history at the Bank, including the period of time as a customer),

the requested rate of financing, the customer’s repayment capability in relation to the requested mortgage, and the

value of the proposed collateral (taking into consideration the legal status and tradability of the collateral). The Bank

also examines the repayment capability of its customers based on a monthly payment reflecting an increase in the

interest rate on the loan, in floating-rate loans. Housing credit is handled by a team of employees and managers who

have undergone specialized training in the area of housing credit.

Targeted Preparations due to Developments in Housing Credit – Risk Mitigation Measures

The volume of housing credit has increased substantially in recent years, due to the increase in housing prices in many

regions in Israel and the low interest-rate environment. Concurrently, the execution of housing loans, the average

loan amount, and financing rates have increased.


Recent reports indicate an increase in the probability of a downturn in the residential real-estate market in Israel. If

this slowdown persists, it may have an adverse effect on the value of collateral of mortgage takers.

Development of the balance in the housing credit portfolio, by linkage base and as a percentage of the balance in

the credit portfolio of the Bank*:

Unlinked segment

CPI-linked segment

Foreign currency segment

Total

Rate of change during

the period

Fixed rate Floating rate Fixed rate Floating rate Floating rate

Balance in NIS

millions(1)

Rate in %

Balance in NIS

millions(1)

Rate in %

Balance in NIS

millions(1)

Rate in %

Balance in NIS

millions(1)

Rate in %

Balance in NIS

millions(1)

Rate in %

Recorded debt

balance in NIS

millions(1)

31.12.2008 45 0.1% 6,166 18.3% 17,801 52.8% 8,494 25.2% 1,228 3.6% 33,734

31.12.2009 171 0.5% 10,504 28.4% 15,365 41.5% 9,928 26.8% 1,026 2.8% 36,994 9.7%

31.12.2010 298 0.7% 14,870 34.3% 13,837 31.9% 13,361 30.9% 943 2.2% 43,309 17.1%

31.12.2011 431 0.9% 16,403 33.3% 13,642 27.7% 17,464 35.4% 1,310 2.7% 49,250 13.7%

* Excluding balances in respect of subsidiaries overseas (as at December 31, 2011, a recorded debt balance in the amount of NIS 94 million; as at December 31, 2010 a recorded debt balance in the amount of NIS 143 million).

(1) The balance of the housing credit portfolio as at December 31, 2011 stands at NIS 49,250 million. The increase in the volume of housing credit in recent years stems from an increase in housing prices and a low interest-rate environment. As shown, the percentage of floating-rate unlinked credit rose from December 2008 to December 2011: from 18.3% in 2008 to 33.3%. The proportion of credit in the floating-rate CPI-linked segment also rose, from 25.2% to 35.5%. The increase occurred at the expense of a decrease in the proportion of fixed-rate CPI-linked credit.

Volume of Problematic Debt

A continual decrease has been apparent in the last few years in the volume of amounts in arrears and in the volume

of provisions for credit losses.

Development of Amounts in Arrears in Housing Loans and Provisions for Credit Losses (Excluding

the Group Provision)*

Recorded debt

balance (in NIS

millions)

Amount in arrears of more than 90

days

Rate of arrears

Provision for credit

losses based on extent of

arrears (in NIS

millions)

Rate of provision for credit

losses based on extent of

arrears

Problematic debt

(in NIS millions)

Rate of problematic

debt

Dec. 31, 2008 33,734 241 0.7% 285 0.8% 1,072 3.2%

Dec. 31, 2009 36,994 246 0.7% 269 0.7% 1,058 2.9%

Dec. 31, 2010 43,309 157 0.4% 306 0.7% 1,028 2.4%

Dec. 31, 2011 49,250 151 0.3% 294 0.6% 990 2.0%

* Excluding balances in respect of subsidiaries overseas (as at December 31, 2011, a recorded debt balance in the amount of NIS 94 million, and a provision for credit losses based on the extent of arrears in the amount of NIS 5 million; as at December 31, 2010, a recorded debt balance in the amount of NIS 143 million and a provision for credit losses based on the extent of arrears in the amount of NIS 4 million).


Risk Quantification and Measurement – Housing Credit Execution

Housing credit risk is quantified and measured on several levels: the level of the individual customer, the level of the

product, and the level of the overall credit portfolio of the Bank. For that purpose, quantification and measurement

processes have been developed and implemented, combining assessments by housing-credit experts with statistical

models. As part of the quantification of risk, a focused examination of repayment capability is performed, including

a test of sensitivity to possible changes in repayment capability as a result of possible changes in the interest rate.

The following table lists various characteristics of housing credit granted by the Bank during 2011, on a quarterly basis.

Housing loan data – percentage of total new loans executed

Characteristics

For the three months ended December 31,

2011

For the three months ended September 30,

2011

For the three months ended June 30, 2011


March 31, 2011

Financing rate over 75% 3.3% 9.8% 11.2% 10.3%

Ratio of repayment to income greater than 50% 14.5% 15.3% 16.7% 15.8%

Financing rates over 60% and repayment rate over 50% 6.9% 8.3% 8.8% 7.0%

Financing rates over 75% and repayment rate over 50% 0.5% 0.4% 0.9% 1.5%

Percentage of execution of floating-rate loans with interest varying at a frequency of less than 5 years 30% 29% 55% 69%

Percentage of execution of credit facilities of more than NIS 2 million 8.5% 9.6% 8.6% 9.5%

Percentage of execution with original periods of more han 25 years 15.9% 20.0% 19.0% 13.6%

Average original term to maturity in years (with monthly payments) 20.9 21.8 21.6 20.3

Percentage of all-purpose loans 13.4% 10.2% 9.9% 11.2%

Average loan per acquisition (in NIS thousands) 620 643 681 662

Note that financing rates were calculated pursuant to Reporting Directive No. 876 of the Supervisor of Banks,

"Report on Housing Loans".

Risk Quantification and Measurement – Housing Credit Portfolio

The Bank routinely monitors developments in the housing credit portfolio, with reference to many parameters, such

as LTV distribution, repayment capability, distribution of credit products in the portfolio, volume of problematic debt,

and rate of arrears.

The Bank uses a statistical model to measure the probability of default and the economic allowance required in the

mortgage portfolio. In addition, stress scenarios are being applied to the mortgage portfolio, and the effect on the

portfolio and on the Bank as a whole is being analyzed. These scenarios include steep declines in prices of homes,

increases in the interest rate, and increases in the unemployment rate.

In addition, insurance arrangements are in place (life insurance and building insurance). The Bank also requires credit

insurance for loans where the LTV ratio is greater than 75%.

Monthly Discussion of Housing Credit Risks

A monthly discussion is held regarding the development of the various indices, both on the level of the execution

of credit and on the level of the overall portfolio, in accordance with the risk appetite defined by the Board of

Management of the Bank.


Overall Credit Risk to the Public

Overall credit risk to the public consists of balance-sheet credit risk, which comprises credit to the public, investments

in bonds by the public, other debts of the public, and assets arising from derivative instruments transacted with the

public as the counterparty; and off-balance-sheet credit risk, which includes guarantees, transactions in off-balance-sheet

financial instruments, unutilized credit facilities, and commitments to grant credit.

Data on overall credit risk for balances in 2011 are presented after the deduction of the balance of accounting

write-offs, and before the deduction of the allowance for credit losses (on an individual and group basis), whereas data

on overall credit risk as at December 31, 2010 are presented after the deduction of the specific provision for doubtful

debts. In addition, data on off-balance-sheet credit risk as at December 31, 2011 were calculated according to the new

definitions established in Proper Conduct of Banking Business Directive No. 313 concerning limits on the indebtedness

of borrowers and groups of borrowers, while data on off-balance-sheet credit risk as at December 31, 2010 are

presented according to the definitions set forth in Proper Conduct of Banking Business Directive No. 313 prior to the

update. Therefore, the data regarding balances in 2011 are not comparable with the data as at December 31, 2010.

For further details, see Appendix 5 to the Board of Management's Review.

Overall credit risk to the public as at December 31, 2011 totaled NIS 404.8 billion.

Set out below is the development of overall credit risk to the public*, by principal sectors of the economy:

December 31, 2011 December 31, 2010

Overall credit risk to the public***

Percent of total

Overall credit risk to the public***

Percent of total

Economic sector: NIS millions % NIS millions %

Agriculture 2,864 0.7 2,584 0.7

Industry 47,351 11.7 45,949 12.1

Construction and real estate** 83,630 20.7 75,311 19.9

Electricity and water 9,574 2.4 6,466 1.7

Commerce 28,628 7.1 25,422 6.7

Hotels, hospitality, and food services 9,981 2.5 8,895 2.3

Transportation and storage 8,559 2.1 8,945 2.4

Communications and computer services 12,377 3.1 11,057 2.9

Financial services 49,099 12.1 ****48,931 ****12.9

Other business services 14,305 3.5 13,617 3.6

Public and community services 8,948 2.2 9,629 2.5

Private individuals - housing loans 47,437 11.7 45,117 11.9

Private individuals - others 82,021 20.2 ****77,434 ****20.4

Total 404,774 100.0 379,357 100.0

* Data on overall credit risk with regard to balances in 2011 are presented after deduction of the balance of accounting write-offs, and before deduction of the allowance for credit losses (on an individual and group basis), while data on overall credit risk as of December 31, 2010 are presented after deduction of the specific provision for doubtful debts. In addition, data on off-balance-sheet credit risk as of December 31, 2011 were calculated according to the new definitions established in Proper Conduct of Banking Business Directive No. 313, Limits on Indebtedness of Borrowers and Groups of Borrowers, whereas data on off-balance-sheet credit risk as of December 31, 2010 are presented according to the definitions established in Proper Conduct of Banking Business Directive No. 313 prior to the update. Therefore data on balances for 2011 are not comparable to data as at December 31, 2010.

** Includes balance-sheet credit risk in the amount of approximately NIS 433 million, and off-balance-sheet credit risk in the amount of approximately NIS 2,169 million, granted to certain purchasing groups currently engaged in the process of construction (December 31, 2010: balance-sheet credit risk in the amount of approximately NIS 363 million, and off-balance-sheet credit risk in the amount of approximately NIS 1,690 million).

*** Excluding unutilized credit facilities in credit cards under the responsibility of other banks in the amount of approximately NIS 10,163 million (December 31, 2010: NIS 9,744 million).

**** Reclassified.


Construction and Real Estate

Overall credit risk in this sector totaled NIS 83.6 billion as at December 31, 2011.

Set out below is a breakdown of credit risk of the Bank Group in the construction and real-estate sector, by principal

areas of activity:

Balance as of December 31, 2011

Balance-sheet credit risk

Off-balance sheet credit risk

Overall credit risk

NIS millions

Construction for commerce and services 1,598 761 2,359

Construction for industry 523 250 773

Housing construction 9,783 21,393 31,176

Yield-generating properties 30,656 6,226 36,882

Other 6,787 5,653 12,440

Total construction and real-estate sector 49,347 34,283 83,630

Set out below are the details of balances of credit to the public and off-balance-sheet credit risk to borrowers whose

indebtness exceeds NIS 1,200 million, by sectors of the economy, as at December 31, 2011:

Number of borrowers

Balance-sheet credit

Off-balance sheet credit risk

Total

Economic sector NIS millions

Industry 5 2,674 7,575 10,249

Construction and real estate 4 3,992 2,014 6,006

Electricity and water 1 1,570 2,129 3,699

Commerce 1 605 597 1,202

Communications and computer services 2 3,830 128 3,958

Financial services 5 5,874 2,955 8,829

Total 18 18,545 15,398 33,943


Credit Risk in Respect of Exposure to Borrower Groups

Set out below are details of credit risk balances for each group of borrowers with a net indebtness, on a consolidated

basis, pursuant to Proper Conduct of Banking Business Directive No. 313, "Limits on the Indebtedness of Borrowers

and Borrower Groups" (hereinafter : Directive 313), exceeding 15% of the capital of the banking corporation (as

defined in Directive 313) as at December 31, 2011.

Balance-sheet credit risk(1)

Off-balance-sheet credit risk(1)

Of which: off-balance

sheet credit risk in respect

of derivative instruments(2)

Gross indebtedness(3)

Deductions(4) Net indebtedness(5)

Percentage of regulatory

capital

NIS millions %

Borrower group A 8,570 2,712 788 11,430 120 11,310 26.7

Borrower group B 5,162 3,169 278 8,359 87 8,272 19.5

Borrower group C 6,078 2,714 93 8,832 948 7,884 18.6

(1) After deduction of the balance of accounting write-offs and the allowance for credit losses calculated on an individual basis. (2) Off-balance-sheet credit risk in respect of derivative instruments, as calculated for the purposes of the limits on indebtedness

of borrowers and of borrower groups.(3) This amount includes third-party guarantees outside the group. (4) Deductions permitted under Directive 313, primarily including deposits deposited with the Bank, bonds issued by the State

of Israel, deductible indemnification letters of the State of Israel, or financial entities. (5) The data presented above represent exposure to borrower groups, and are stated after the permitted deductions pursuant to

Directive 313, and after deduction of the allowance for credit losses calculated on an individual basis. These data are therefore not comparable with data regarding borrowers’ indebtedness provided in other disclosures in the report.

Proper Conduct of Banking Business Directive No. 313, "Limits on Indebtedness of a Borrower and of a Group of

Borrowers", was updated by the Bank of Israel on May 8, 2011. Pursuant to the update, as of December 31, 2011,

a limit is imposed on the Bank, among other matters, under which the rate of "indebtedness" of a "borrower" and

of a "group of borrowers", as defined in the directive, after subtracting certain permitted amounts as specified in

the directive, shall not exceed 15% and 25%, respectively, of the capital of the Bank, calculated according to Proper

Conduct of Banking Business Directive No. 202, "Capital Components". The directive further states that the total

indebtedness (after subtracting the permitted amounts) of the borrowers, borrower groups, and banking borrower

groups, each of whose indebtedness exceeds 10% of the capital of the Bank, shall not exceed 120% of the capital of

the Bank. A transitional period was established, beginning December 31, 2011, during which this indebtedness shall

not exceed 135%, with a decrease of 3.75% each quarter, until the end of 2012.

It is hereby clarified that for the purpose of calculation of the indebtedness, principles were adopted with regard to

credit conversion coefficients and permitted deductions in accordance with Proper Conduct of Banking Business

Directive No. 203, "Capital Measurement and Adequacy – The Standard Approach – Credit Risk".

As at the reporting date, there is one group of borrowers with a rate of indebtedness to the Bank exceeding 25%.

The Bank applied to the Supervisor of Banks and received approval for the exceptional indebtedness of this group

of borrowers to be reduced, at equal rates, over eight quarters, beginning December 31, 2011. The Bank has no

deviations from the other limits as defined in the directive.

The Bank conducts monitoring and control processes in order to examine compliance with the limits set forth in

Directive 313 with regard to exposure to the indebtedness of borrower groups. In addition, the Bank performs

periodic surveys of credit risk in such borrower groups, with an individual examination of the borrowers belonging

to the borrower group, the nature of these borrowers’ activities, and the correlations between the borrowers that

can affect group-level risk.


Information Regarding Problematic Debts According to the New Directives on the Measurement

and Disclosure of Impaired Debts, Credit Risk, and Provisions for Credit Losses

The Bank has implemented a new directive of the Supervisor of Banks concerning the measurement and disclosure

of impaired debts, credit risk, and provisions for credit losses as of January 1, 2011. Because the new directive was

implemented from that point forward, without restatement of comparison figures, in order to provide comparative

disclosure, data for the current period are presented below in comparison with the appropriate balances as at

December 31, 2010 (pro-forma data), as they would have been if the directive had been implemented for the first

time in that year. The pro-forma data were presented for the first time in the annual financial statements for 2010.

The pro-forma data were restated following clarifications received from the Supervisor of Banks and examinations

conducted by the Bank during the period.

A. Segmentation of problematic debts

Balance sheet Off-balance sheet

Total Balance sheet

Off-balance sheet

Total


Impaired credit risk 8,652 887 9,539 11,330 2,028 13,358

Substandard credit risk 1,643 141 1,784 2,101 193 2,294

Credit risk under special supervision 2,483 984 3,467 1,808 570 2,378

Total problematic credit risk 12,778 2,012 14,790 15,239 2,791 18,030

Problematic credit risk, net of allowance for credit losses 10,871 1,928 12,799 11,985 2,590 14,575

December 31, 2011

December 31, 2010

NIS millions

Impaired balance-sheet credit risk

Impaired credit to the public not accruing interest income - examined on an individual basis (NPL) 8,252 10,887

Impaired debts in problematic debt restructuring accruing interest income 357 271

Impaired bonds accruing interest income 39 63

Fair value of derivatives - 70

Impaired bonds not accruing interest income 4 39

Total impaired credit risk 8,652 11,330


B. Problematic credit risk

Deccember 31, 2011

December 31, 2010

NIS millions

Problematic commercial credit risk(1)

Balance-sheet credit risk in respect of the public 10,540 12,659

Off-balance-sheet credit risk in respect of the public(2) 1,980 2,787

Total problematic commercial credit risk in respect of the public 12,520 15,446

Balance-sheet credit risk in respect of others 4 69

Off-balance-sheet credit risk in respect of others(2) 26 -

Total problematic commercial credit risk 12,550 15,515

Problematic credit risk in respect of private individuals 2,240 2,515

Total problematic credit risk 14,790 18,030

(1) Balance-sheet credit risk (credit, bonds, other debts recognized in the balance sheet, and assets in respect of derivative instruments) and off-balance-sheet credit risk that is impaired, substandard, or under special supervision, excluding balance-sheet and off-balance-sheet credit risk in respect of private individuals.

(2) As calculated for the purposes of the limits on indebtedness of borrowers and borrower groups, except in respect of guarantees provided by a borrower to secure the indebtedness of a third party, prior to the effect of deductible collateral.

Data on off-balance-sheet credit risk as at December 31, 2011 were calculated according to the new definitions established in Proper Conduct of Banking Business Directive No. 313, whereas data on off-balance-sheet credit risk as at December 31, 2010 are presented according to the definitions in Proper Conduct of Banking Business Directive No. 313 prior to the update.

Nonperforming Assets

Nonperforming assets include assets of the Bank that do not accumulate interest income. This information is similar to

the balance of nonperforming assets presented in the financial statements of banking corporations in the United States.

This data is provided in order to give disclosure to the part of the Bank’s assets included in the financial statements

that does not accumulate interest income.

Balance as of

December 31, 2011

December 31, 2010

NIS millions

C. Nonperforming assets

Impaired credit to the public not accruing interest income:

Examined on an individual basis (NPL) 8,252 10,887

Impaired bonds not accruing interest income 4 39

Total impaired debts not accruing interest income (NPA) 8,256 10,926

Assets received in respect of credit repaid 161 146

Total nonperforming assets 8,417 11,072

D. Impaired debts in problematic debt restructuring, accruing interest income 357 271

E. Unimpaired debts in arrears of 90 days or more 1,132 1,326

Of which:

Housing loans for which an allowance according to the extent of arrears exists 705 870

Housing loans for which an allowance according to the extent of arrears does not exist(1) 292 299

Unimpaired bonds in arrears of 90 days or more

(1) Housing loans for which the minimum provision is calculated according to the extent of arrears, which are in arrears of more than 3 months and up to 6 months; and other unimpaired housing loans in arrears of 90 days or more, for which the minimum provision is not calculated according to the extent of arrears.

Note: Balance-sheet and off-balance-sheet credit risk are presented prior to the effect of the allowance for credit losses and prior to the effect of collateral deductible for the purposes of the indebtedness of borrowers and borrower groups.


F. Risk indices according to the new directives

December 31, 2011

December 31, 2010

Balance of impaired credit to the public not accruing interest income, as a percentage of the balance of credit to the public* 3.29% 4.75%

Balance of unimpaired credit to the public, in arrears of 90 days or more, as a percentage of the balance of credit to the public* 0.45% 0.52%

Balance of allowance for credit losses in respect of credit to the public, as a percentage of the balance of credit to the public* 1.63% 2.19%

Balance of allowance for credit losses in respect of credit to the public, as a percentage of the balance of impaired credit to the public not accruing interest income* 49.65% 46.05%

Problematic commercial credit risk in respect of the public, as a percentage of total credit risk in respect of the public* 3.09% 4.04%

Problematic credit risk in respect of the public, as a percentage of total credit risk in respect of the public* 3.65% 4.72%

* Before deduction of the allowance for credit losses.

Set out below are the developments in problematic debts(1), according to the classifications established in the directives

of the Supervisor of Banks, which were in effect until December 31, 2010, before the implementation of the new

directives on the measurement and disclosure of impaired debts, credit risk, and provisions for credit losses:

Balance as at December 31

2010

Balance as at September 30

2010

Balance as at June 30

2010

Balance as at March 31

2010

NIS millions

Problematic debts:

Non-income bearing 3,632 3,719 3,730 4,052

Restructured(2)(b) 1,493 1,600 541 429

Designated for restructuring(3)(b) 1,028 916 1,977 2,018

In temporary arrears 499 745 646 621

Under special supervision(a)(b) 5,418 6,229 6,664 5,800

Total balance-sheet credit to problematic borrowers(1) 12,070 13,209 13,558 12,920

Off-balance-sheet credit risk in respect of problematic borrowers(1)(5) 2,653 2,711 3,041 2,345

Bonds of problematic borrowers 102 140 111 144

Other assets in respect of derivative instruments of problematic borrowers 70 71 8 9

Deposits with foreign banks - 14 37 40

Total problematic debts(1) 14,895 16,145 16,755 15,458

Assets received in respect of credit repaid 147 138 135 130

(a) Of which: Credit for housing in respect of which a provision according to the extent of arrears exists 407 431 426 423

(b) Of which: Debts for which a specific provision exists(4) 3,857 3,386 3,707 3,764

(1) Not including debts covered by collateral deductible for the purpose of limits to the indebtedness of borrowers and of groups of borrowers.

(2) Credit restructured in the course of the current year, and credit restructured in previous years with waiver of income.(3) Credit to borrowers for which a restructuring decision has been made but not yet implemented.(4) Excluding housing credit for which a provision according to the extent of arrears exists.(5) As calculated for the purpose of limits to the indebtedness of borrowers and of groups of borrowers, except in respect of

guarantees provided by a borrower to secure the indebtedness of a third party.


Cash on Hand and Deposits with Banks

At the end of 2011, cash on hand and deposits with banks totaled NIS 55.8 billion, compared with NIS 50.3 billion

at the end of 2010, an increase of approximately 10.8%.

Set out below are details of the balance of cash and deposits with banks:


2011 2010 Change

NIS millions %

Cash 2,232 3,230 (30.9%)

Deposits with the Bank of Israel 31,319 36,845 (15.0%)

Deposits with central banks abroad 16,451 5,501 199.1%

Deposits with banks in Israel 290 334 (13.2%)

Deposits with banks abroad 5,498 4,421 24.4%

Total 55,790 50,331 10.8%

Securities

Securities totaled NIS 34.4 billion on December 31, 2011, compared with NIS 31.6 billion at the end of 2010,

an increase of approximately 8.9%, which mainly resulted from purchases of government bonds.

For further details, see Note 3 to the Financial Statements.

For details regarding liens, see Note 14 to the Financial Statements.

Details of the securities of the Bank Group by balance-sheet classification are set out below:

December 31, 2011

Depreciated cost

Unrealized gains from

adjustments to fair value

Unrealized losses from


Fair value Balance-sheet value

NIS millions

Bonds:

Held to maturity 869 57 - 926 869

Available for sale 28,251 253 (92) 28,412 28,412

For trading 3,516 *24 *- 3,540 3,540

Total bonds 32,636 334 (92) 32,878 32,821

Shares:


For trading 61 *- *(9) 52 52

Total shares 1,404 198 (12) 1,590 1,590

Total securities 34,040 532 (104) 34,468 34,411

* Charged to the statement of profit and loss.


Details of the securities of the Bank Group by balance-sheet classification are set out below:

December 31, 2010

Depreciated cost

Unrealized gains from




Fair value Balance-sheet value

NIS millions

Bonds:

Held to maturity 793 72 - 865 793


For trading 2,352 *5 *(1) 2,356 2,356

Total bonds 29,027 418 (54) 29,391 29,319

Shares:


For trading 72 *1 *(9) 64 64

Total shares 1,796 500 (11) 2,285 2,285

Total securities 30,823 918 (65) 31,676 31,604

* Charged to the statement of profit and loss.

Set out below are details of the unrealized loss from adjustments to fair value in respect of securities in the available-

for-sale portfolio, as at December 31, 2011.

With respect to bonds:

Time elapsed since beginning of decline in value

Up to 6 months

6-9 months

9-12 months

Over 12 months

Total

Rate of decline NIS millions

Up to 20% 49 15 4 24 92

With respect to shares:

Time elapsed since beginning of decline in value

Up to 6 months

6-9 months

9-12 months

Over 12 months

Total

Rate of decline NIS millions

Up to 20% 3 - - - 3


Investments in Bonds in the Available-for-Sale Portfolio and in the Trading Portfolio

The following table provides additional details regarding the Bank Group's investments in bonds, as at

December 31, 2011 (in NIS millions).

Balance-sheet value

Total balance-sheet

value

Government bonds:

Israeli government 26,783

US government 317

Governments of developed countries 1,379

Governments of developing countries 407

28,886

Bonds of banks and financial institutions:

Banks in Israel 157

Banks in developed countries:

US 98

Holland 138

UK 252

Spain 49

Germany 60

Other* 214

811

Banks in developing countries 34

Financial institutions (other than banks):

Israel 26

US** 471

Ireland 30

UK 28

555

Bonds of corporations, other than banks and financial institutions, by economic sector:

Industry 367

Real-estate activities 103

Electricity and water 515

Commerce 28

Transportation 42

Communications and computer services 85

Financial services 38

Public services 129

Total bonds 202

1,509

Total bonds 31,952

* Includes 11 countries, with the highest balance at approximately NIS 47 million.** Includes 11 issuers, with the highest balance of a single issuer at a total of approximately NIS 290 million.


Investments in Shares

The Bank has investments in tradable shares, non-tradable shares, and mutual funds, broadly diversified, at a total

amount of NIS 1,590 million as at December 31, 2011, compared with NIS 2,285 million at the end of 2010.

Deposits

Deposits include deposits from the public, government deposits, and deposits from the Bank of Israel and other banks.


2011 2010 Change

NIS millions %


Deposits from banks 7,001 4,834 44.8%

Government deposits 1,085 1,335 (18.7%)

Total 264,503 240,134 10.1%

Deposits from the public as at December 31, 2011 totaled NIS 256.4 billion, compared with NIS 234.0 billion

at the end of 2010, an increase of approximately 9.6%. This increase mainly resulted from an increase in the amount

of NIS 22.4 billion in retail deposits (of which, an increase in the amount of NIS 16.0 billion in deposits in the Private

Banking Segment), reflected in a transition from customers' investments in the capital market to investment in deposits,

as well as an increase of NIS 2.2 billion in deposits in the Commercial Segment. By contrast, deposits in the Financial

Management Segment decreased by NIS 1.9 billion, mainly in callable CDs (a decrease of NIS 2.8 billion, offset by an

increase of approximately NIS 0.6 billion resulting from an increase in the exchange rate of the US dollar against the

NIS), and deposits in the Corporate Segment decreased by NIS 0.3 billion.

Set out below is the distribution of the portfolio of deposits from the public, by linkage segment:


Share of segment in total deposits from the public

as of December 31

2011 2010 Change 2011 2010


Israeli currency unlinked 155,391 136,702 18,689 13.7% 60.6 58.4

Israeli currency CPI-linked 20,615 19,421 1,194 6.1% 8.0 8.3

Foreign currency (including f.c. linked) 80,191 77,637 2,554 3.3% 31.3 33.2

Non-monetary items 220 205 15 7.3% 0.1 0.1

Total 256,417 233,965 22,452 9.6% 100.0 100.0

Unlinked shekel deposits from the public totaled NIS 155.4 billion as at December 31, 2011, compared

with NIS 136.7 billion on December 31, 2010, an increase of approximately 13.7%. This increase mainly reflects the

continued monetary expansion by the Bank of Israel over the last year.

Deposits from the public in foreign currency (including linked to foreign currency) totaled

NIS 80.2 billion as at December 31, 2011, compared with NIS 77.6 billion on December 31, 2010, an increase of

approximately 3.3%. This increase resulted from an increase in the exchange rates of foreign currencies against the

NIS, offset by a decrease in the balance of deposits at the Bank’s overseas offices.


Deposits from the public by segment of activity:

December 31

2011 *2010 Change

NIS millions %





Corporate Segment 52,757 53,061 (304) (0.6%)

Financial Management Segment 7,136 9,010 (1,874) (20.8%)

Total 256,417 233,965 22,452 9.6%

* Reclassified.

Bonds and subordinated notes totaled NIS 32.9 billion as at December 31, 2011, compared with NIS 27.6 billion

at the end of 2010, an increase of approximately 19.3%. The increase in 2011 resulted from issuance in the amount

of NIS 5.8 billion, of which a total of approximately NIS 3.3 billion in the form of subordinated notes constituting

lower Tier II capital.

After the balance-sheet date, in February 2012, the Bank issued subordinated notes through Hapoalim Hanpakot in

the amount of approximately NIS 1.5 billion, which will be included in Lower Tier II capital, subject to the limit in the

Proper Conduct of Banking Business Directives.

Description of the Bank Group's Business by Segments of Activity

General – The Segments and Customer Assignment Criteria The Bank Group operates in Israel and abroad in all areas of banking through the Bank, subsidiaries, branches, and

representative offices, and provides a wide range of banking and financial services to its customers. The Bank also has

investments in equity-basis investee companies.

The activity of the Bank Group is conducted via six principal segments of activity. The division into segments of activity

is based on the types of products and services or on the types of customers included in each of the segments. The

Board of Management of the Bank uses this division to make decisions and to analyze the Group's business results.

The segments of activity are presented according to characteristics stipulated by the Supervisor of Banks.

Criteria for Assignment of Customers to the Segments

Households Segment – Provides a range of banking services and financial products to households. Customers

assigned to this segment are customers with a monthly income of up to NIS 9,000.

Private Banking Segment – Provides a range of advanced banking services, through various channels, and financial

products, including investment advisory services, to private customers of medium to high net worth in Israel and

abroad. Customers assigned to this segment are young customers with a monthly income higher than NIS 7,000, or

who hold investments at the Bank in an amount greater than NIS 75,000, as well as other customers with a monthly

income higher than NIS 9,000 and/or who hold investments at the Bank in an amount greater than NIS 100,000.

Small Business Segment – Customers included in this segment are those with a revenue turnover of less than

NIS 30 million, with indebtedness to the Bank of up to NIS 6 million.


Commercial Segment – Customers included in this segment are customers with a revenue turnover of over

NIS 30 million and up to NIS 400 million annually, or with indebtedness to the Bank of more than NIS 6 million

and up to NIS 100 million, or customers whose total indebtedness (to the Bank or to other lenders) is more

than NIS 6 million, up to a total of NIS 250 million. For customers in the construction and real-estate sector, total

indebtedness is over NIS 6 million and up to NIS 200 million to the Bank, or total indebtedness (to the Bank or to

other lenders) is over NIS 6 million and up to NIS 400 million.

Corporate Segment – Customers included in this segment are customers with a revenue turnover (sales) of over

NIS 400 million, with indebtedness to the Bank of more than NIS 100 million, or customers with total indebtedness

(to the Bank or to other lenders) of more than NIS 250 million. For customers in the construction and real-estate

sector, total indebtedness is over NIS 200 million to the Bank, or total indebtedness (to the Bank or to other lenders)

is over NIS 400 million.

Financial Management Segment – Responsible for the management of the Bank’s assets and liabilities,

management of the nostro portfolio, management of overall market and liquidity risks, and support for the

development and pricing of financial products in order to market them to customers of the various segments. The

activity of the Bank’s dealing rooms is also included in this segment. Sources of financing are raised through issues of

securities within the segment’s activity. Also attributed to this segment are the results of operations from investments

in shares and investments in equity-basis investees.

Others and Adjustments – Includes all other activities of the Bank Group, each of which does not form a

reportable segment, and adjustments of inter-segmental activity resulting from proceeds of transactions, service,

and product development. This segment also includes activity in credit cards under the responsibility of other banks.

It should be clarified that the assignment of the results of operations in the manner described above is occasionally

performed based on criteria in addition to those listed above. For example, a private customer or a company with

a profile and potential for future activity that justify an assignment to the Private Banking Segment or the Corporate

Segment, as relevant, may be assigned to that segment despite the fact that when joining the Bank they do not meet

the criteria established for the segment.

The results of operations of the banking subsidiaries and the Bank's main offices overseas were assigned to the

segments of activity as follows: Customers of Bank Hapoalim (Switzerland) Ltd. and of Banque Hapoalim (Luxembourg)

S.A. – Private Banking; customers of the US and UK branches – Private Banking and Corporate Segment; Bank Pozitif

and its subsidiary JSC Bank Pozitiv – Households Segment and Commercial Banking Segment.

Rules for the Distribution of Results of Operations among the Segments

The following are the main rules applied in dividing the results of operations among the different segments:

Profit from financing activity – Includes, among others: (1) the spread between the interest received from the

segment's customers and the wholesale interest which the segment is charged in respect of the resource used to

provide the loan to the customer; (2) the spread between the wholesale interest at which the segment is credited

in respect of resources which it makes available to the Bank, and the interest rate paid to the segment's customers

in respect of such resources; and (3) the unindexed wholesale interest on the weighted capital calculated for the

return on equity attributed to the segment, calculated based on the risk-adjusted assets allocated to each segment.

Provision for credit losses – A provision for credit losses is charged to the segment to which the borrower

against whose debt the provision is recorded belongs.

Operating and other income – Attributed to the segment to which the customer belongs. Income in respect of

computer services provided by the Bank to external entities is attributed to the Others and Adjustments Segment.


Intersegmental operating income – The assigned segment of a customer receiving services from another

segment transfers part of the income to the segment providing the service, according to a transfer price for the

service provided to the customer. Transfer prices are set by the Bank based, among other factors, on market prices

for the service, internal cost estimates, and participation in income derived directly or indirectly from the said service.

Operating and other expenses – Expenses are attributed to each segment of activity, according to predetermined

rules and standard prices, either as an expense identified directly with the activity of the segment, or according to

charging formulas. Standard prices are determined similarly to the establishment of transfer prices, as described above.

Differences formed in calculations between the actual expense calculation of units that are not profit units and the

income attributed to these units based on standard prices are allocated as income or expenses, as relevant, to the

Others and Adjustments Segment. Attribution rules are based on the volumes of activity relevant to the types of

costs in each segment.

Debiting for inter-segmental services – The assigned segment of a customer who receives services from

another segment is debited based on standard prices for services supplied by other segments to its customers. The

costs of the segment providing the service are reduced accordingly, and the costs are concurrently charged to the

segment to which the customer belongs.

Taxes on income – The provision for tax on the results of operation of each segment was calculated according

to the annual effective tax rate. Starting with the Financial Statements as at December 31, 2011, effects on the

balances of deferred taxes arising from previous years and from changes in tax rates were allocated to the Others

and Adjustments Segment. Comparison figures were reclassified accordingly.

Return on equity – Indicates the ratio of the net profit attributed to shareholders of the Bank in each segment

to the capital allocated to that segment.

Capital allocated to the segment – The balance of risk-adjusted assets in each segment, which represents

each segment’s relative share of the total risk-adjusted assets of the Group, as calculated for the purposes of capital

adequacy pursuant to the Basel II directives, multiplied by the ratio of weighted capital (as calculated for the purposes

of calculating return on equity) to the total balance of risk-adjusted assets.

Condensed Financial Information on the Segments of Activity Set out below are the condensed developments in the results of operations of the Bank Group and the principal

balance-sheet items, by segment of activity.

A. Net Profit (Loss) Attributed to Shareholders of the Bank


2011 2010* Change

NIS millions %

Households Segment 340 189 79.9%

Private Banking Segment 299 163 83.4%

Small Business Segment 433 309 40.1%

Commercial Segment 268 175 53.1%

Corporate Segment 961 1259 (23.7%)

Financial Management Segment 118 (6)

Others and Adjustments 327 112 192.0%

Total 2,746 2,201 24.8%

* Restated, due to the retroactive implementation of the directives of the Supervisor of Banks regarding financial reporting on employee benefits.For more information, see Note 1(E)(18) in the Financial Statements.


B. Net Credit to the Public by Segment of Activity

As at December 31

2011* 2010 Change

NIS millions %





Corporate Segment 104,839 96,760 8,079 8.3%

Others and Adjustments 4,146 3,971 175 4.4%

Total 246,495 225,288 21,207 9.4%

Of which, consumer credit in Israel excluding housing loans:


Private Banking Segment 10,767 10,166 601 5.9%


Total 56,839 54,059 2,780 5.1%

Housing loans in Israel:




Total 48,868 42,929 5,939 13.8%

* Recorded debt balance net of allowance for credit losses.

C. Deposits from the Public by Segment of Activity

As at December 31

2011 2010* Change

NIS millions %





Corporate Segment 52,757 53,061 (304) (0.6%)

Financial Management Segment 7,136 9,010 (1,874) (20.8%)

Total 256,417 233,965 22,452 9.6%

* Reclassified.


Set out below are details of the capital allocated to each segment of activity for the purpose of the calculation of

return on equity(1):


2011 2010*,** Change

NIS millions %

Households Segment 3,415 3,262 4.7%

Private Banking Segment 1,619 1,469 10.2%

Small Business Segment 1,993 1,808 10.2%

Commercial Segment 2,421 2,057 17.7%

Corporate Segment 10,649 9,395 13.3%

Financial Management Segment 2,131 2,664 (20.0%)

Others and Adjustments 619 543 14.0%

Total 22,847 21,198 7.8%


** Reclassified.(1) The capital allocation based on risk-adjusted assets in each segment is calculated according to risk-adjusted assets pursuant to

Basel II.

Off-Balance-Sheet Activity

Set out below is the development in balances of holdings in off-balance-sheet monetary assets of customers of the

Bank Group(1):


2011 2010 Change

NIS millions %

Households Segment 5,052 6,119 (1,067) (17.4%)

Private Banking Segment 133,214 142,973 (9,759) (6.8%)

Small Business Segment 10,168 12,731 (2,563) (20.1%)

Commercial Segment 11,341 11,081 260 2.3%

Corporate Segment 514,023 546,753 (32,730) (6.0%)

Others and Adjustments 76,617 85,962 (9,345) (10.9%)

Total 750,415 805,619 (55,204) (6.9%)

(1) Includes customers' holdings in securities portfolios and mutual funds, and in assets of provident funds receiving operational services.


The Households Segment General and Segment Structure

The Households Segment provides a range of services to private customers who mostly operate at relatively low

financial volumes. Services are provided to customers of the segment through 277 branches located throughout

Israel, from Kiryat Shmona to Eilat, organized by geographical location into eight regional administrations. These

services are also delivered through direct channels: automated teller machines adjacent to branches and in "Customer

Courts," "Poalim Online," "Poalim by Cell Phone," and "Poalim by Telephone." These services are also provided to

Bank customers belonging to other segments, as well as to walk-in customers.

The Bank’s activity in the Households Segment abroad also includes the households activity of Bank Pozitif in Turkey

and Bank Pozitiv in Kazakhstan, at immaterial volumes.

In 2011, the Bank opened five new retail branches tailored to customers' needs under the Poalim Express brand,

offering advanced, quick, accessible banking services to a broad group of households. In addition, the Preferred Center

was opened to serve the high-end private banking customer segment.

Activities

The principal activities in this segment are banking and financial services, credit cards, the capital market, and

housing loans. Services offered to customers of the segment in the area of "banking and financial services" include

current-account management services, granting of credit for various purposes, deposits, and savings plans. For details

regarding the services provided by the Bank within "credit card" and "capital market" activities, see the section

"Additional Information Concerning Activity in Certain Products," below.

Legislative Restrictions, Regulations, and Special Constraints Applicable to the Segment

The Bank operates within the framework of laws, regulations, and regulatory directives that apply to the banking

system in Israel, under the authority of entities such as the Supervisor of Banks; the Supervisor of the Capital Market,

Insurance, and Savings at the Ministry of Finance; the Antitrust Commissioner; the Israel Securities Authority; and others.

Regulatory Changes in the Area of Housing Loans

Housing credit risk management – In light of the macro-economic developments and the increase in housing

prices, the Supervisor of Banks issued guidelines on July 11, 2010 requiring reexamination of risks in the existing credit

portfolio and of policies in the area of mortgages, to ensure that such policies do not lead to excessive risk-taking.

Among other matters, the guidelines state that banking corporations shall examine the need to increase provisions

for doubtful debts due to the increased risk in housing loans, and shall maintain a supplementary provision of no less

than 0.75% in respect of the balances of housing loans granted from July 1, 2010 forward in which the financing rate

at the date of provision of the credit was greater than 60% of the value of the financed asset.

The Bank has implemented these directives beginning with the financial statements as at September 30, 2010. The

implementation of the directives had no material effect.

Floating-rate leveraged housing loans – On October 28, 2010, the Supervisor of Banks issued instructions

regarding floating-rate leveraged housing loans. Under the instructions, the capital allocation for floating-rate housing

loans meeting certain criteria is 100%, instead of the previous rates of 35% or 75%. This directive applies to loans

approved as of October 26, 2010 in which the financing rate at the date on which the credit is granted is higher

than 60%, and the part of the housing loan with a floating rate of interest constitutes 25% or more of the total loan.

These directives shall not apply to housing loans which, on the date granted, totaled less than NIS 800,000, or to

housing loans granted to borrowers meeting the Ministry of Housing's criteria for an eligibility certificate. The Bank

has implemented this directive starting with the financial statements as at December 31, 2010.


Developments in the Segment’s Markets or Changes in the Profile of its Customers

There were no changes in the profile of the segment’s customers in 2011 and until near the date of the financial

statements. For further details, see the subheading "General - The Segments and Customer Assignment Criteria"

above. However, there is an ongoing trend of an increase in banking activity through direct channels (automatic teller

machines, "Poalim by Telephone," and "Poalim Online").

For details regarding risk in housing loans, see the section "Composition and Developments of the Bank Group’s

Assets and Liabilities," above.

Technological Changes that May Have a Material Impact on the Segment

Customers' use of direct channels continued to expand in 2011. The "Poalim Online" service has about one million

active users, and over half a million customers enjoy the mobile services offered by the Bank.

The Bank continued to maintain its leadership in direct banking in 2011, based on several key elements:

• Mobile banking – Several developments took place in the mobile sector this year that led to a growth trend,

with the highest rates of increase, reinforcing its standing as a significant banking channel. The Bank offers its

customers mobile banking services for a wide range of smartphones, such as the iPhone and Blackberry and

phones by Nokia and Samsung. These services include an account management application, a mobile wallet, and

a capital market application.

1. The capital market trading application for iPhone and Android expands advanced mobile banking services to

the large number of customers who use iPhones and Android phones. The new capital market application offers

easy, quick trading through an intuitive interface, including advanced graphs and options for comparisons among

various securities, the ability to maintain a list of shares being tracked synchronized with the list maintained by the

customer online, and more. The application provides a solution for customers active in the capital market who

need highly accessible banking services and the ability to trade anytime and anywhere.

2. Account management for Android – In order to respond to the needs of many customers who use a

wide range of devices, the account management application was expanded to work with Android phones. The

application provides access to essential account actions, such as fund transfers to customers of any bank and

deposits to or withdrawals from daily deposits, as well as exclusive applications including transferring funds by

bumping two phones together and an immediate phone call from a banker. The launch of this application is another

step in the preservation of the Bank’s leadership in mobile banking.

• Leadingmulti-channelservices

1. Poalim Connect – In early 2011, the Bank launched a groundbreaking multi-channel initiative that harnesses

technology to strengthen customer relationships and connects customers to the Bank any way they choose: by

e-mail, chat, text message, branch, advanced online displays, and personal bankers available by telephone, who

also proactively initiate continuous routine communication with the customer. Poalim Connect combines the

experience of personal service through the direct channels with continued service through the branches.

2. Cardless cash withdrawals through text messaging – This service enables customers to transfer cash from their

accounts, to themselves or to others, and to withdraw the money from an ATM without using a card, through a

text message sent to any mobile phone. The service provides a solution for customers who forget or lose their

credit card or PIN, and makes it possible to transfer funds to others.

3. Account opening through the Bank’s website – In 2011, the Bank upgraded its multi-channel options for the

recruitment of new customers based on value offers for families with children, young people, students, soldiers,

and teenagers. The application offers a convenient and positive experience in opening an account, beginning on

the Bank’s website and shortening procedures for customers when they visit the branch to complete the process.


• Toolsforsmartfinancialbehavior

1. Poalim Like Me – A unique service that allows customers of the Bank to analyze their financial conduct in

comparison to other customers with a similar family and financial profile.

2. Dan the Saver experiential online interface for children – In 2011, the Bank launched a unique exclusive

service, offering a highly experiential online interface for children, to enable them to begin experiencing savings

management through play, learning, and fun.

• Promotingcapitalmarketactivity

The value offer for online capital market customers was enhanced during 2011.

1. Unified holdings portfolio – Allows customers to view both data on their current portfolio of holdings and

end-of-day portfolio data on one screen.

2. New interface for trading in foreign securities – The new interface on the website makes it easier and more

convenient for customers to transmit trading orders. New features include a unified portfolio of holdings, including

a display of the current portfolio and end-of-day portfolio as well as market data; direct access to trading from

anywhere on the website; a securities card file/index containing a range of information regarding each selected

security; friendly presentation of the table of options; and more.

• Sector-basedvalueoffers

In order to support the Bank’s strategy of reaching out to various population sectors, two specialized websites

were launched this year:

1. A website for the Bank’s Arabic-speaking customers, at www.bankhapoalim.co.il/arabic. The website contains

key content translated into Arabic, such as information regarding account management, loans, the capital market,

deposits, savings, and more.

2. A website for the Ultra-Orthodox sector, at www.bankhapoalim.co.il/bsd. The website is designed to serve

Ultra-Orthodox and religious customers. The site is adapted to the norms of the Ultra-Orthodox community

and makes it possible for customers to log into their accounts, receive routine banking information, and execute

various transactions in their accounts.

• Standardization and improved access to the website – Extensive activity was carried out during 2011

with the aim of enabling customers to benefit from direct banking services from a wide range of natural working

environments, including any browser or platform, while maintaining an advanced user experience.

Critical Success Factors in the Segment

• Managementanddevelopmentofanavailableandaccessibleretailsystem,tailoredtocustomers'needs,in

branches and direct channels.

• Developmentofcreditsolutions,includingnewloanandmortgageproducts,suitedtomarketconditionsand

customers’ needs, as well as all-purpose loans against liens of homes and multi-channel loans.

• Developmentoflong-termsavingsproductsandshort-terminvestmentproductsthataddresscustomers'needs,

such as the group of "Dan the Saver" products, the Product of the Month, and additional products according to

changing market conditions.

• Flexibilityandsensitivitytochangesinthemarket,includingchangesrequiredunderregulatorydirectives.

• Serviceandcontinual,proactivecontactwithcustomers,whileensuringtheprovisionofacomprehensivefinancial

solution differentially matched to the customer's needs.

• Maintainingoperationalefficiencywhilecontinuingtoprovideoptimalservicetocustomers.

• Skilledprofessionalpersonnel.


Main Barriers to Entry and Exit in the Segment

• Establishmentandmaintenanceofawide-rangingsystemofbranchesdeployedthroughoutthecountry,orjoining

with an entity that has an existing network.

• Trainingskilledpersonnelinthevariousbankingproductsandactivities,includinghousingloans.

• Maintainingpersonal,continuousrelationshipswithcustomers.

• Alargeallocationofregulatorycapitalfortheprovisionofthevarioustypesofcredit.

• Continuousinformationmanagementallowingcustomers'riskleveltobedetermined.

• Investmentsinsetup,maintenance,andupgradesofadvancedtechnologicalmeans.

• Buildingastrong,leading,credibleretailbrand.

Alternatives to the Segment’s Products and Services, and Changes Therein

Current accounts can be maintained only with banks; other products and services can also be purchased from banking

institutions elsewhere in the world, other financial institutions, and retail chains.

Current-account offsetting – In January 2011, the Bank launched a new current-account offsetting service. This

service applies automatically to all retail customers of the Bank, and is provided at no added cost. The service allows

positive balances in current accounts to be offset against negative balances, under certain restrictions, so that interest

payments on negative balances in the accounts will decrease, while the effective interest rate on positive balances

will be significantly higher. This is one of the tools offered by the Bank to its customers to contribute to prudent

financial conduct.

Competition

The majority of the segment’s customers maintain one account, at only one bank. These customers are consumers

of credit, and mainly invest in basic investment products (shekel deposits and saving plans). However, the number

of customers maintaining accounts with an additional bank is rising, as the segment has been subject to intense

competition from other banks for several years, with some of these banks focusing on specific sub-sectors within the

segment (e.g. housing loans, public-sector employees, employee groups, and consumer clubs).

Competition intensified further during 2011, centered on salary earning customers, as banks introduced special value

offers for this target audience. Competition continued to gain momentum as a result of the changes in the market

in the previous year, such as the lowering of barriers to transfers between banks; the entry of insurance companies

and private brokers into the mutual- and provident-fund market (with regard to the capital market reform, see the

section "Additional Information Concerning Activity in Certain Products" below); increased activity in the households

area by other banks; and the entry of money-market funds into competition in early 2008. Due to the economic crisis

in the second half of 2008, competition over resources for the banking system increased; most attention is focused

on long-term deposits and savings plans.

During 2011, public social protests focused on the implementation of the principles of fair consumerism and increased

competition in the Israeli economy. Among other matters, criticism in these areas was addressed to the banking

industry. The Trajtenberg Committee was appointed following these protests. The committee’s recommendations

included the establishment of a committee to examine an increase in competition in the banking sector. This committee

was established in December 2011, and is expected to issue its conclusions within a few months. The conclusions of

this committee are expected to affect competition in the Households Segment, the level of competition in the area

of credit and current-account fees, and the volume of transitions of customers between banks.


In the area of credit cards, competition is high in the various customer segments: card-holding customers

(including competition over contracts with customer clubs), banks that distribute credit cards, and businesses that

accept credit cards. This competition is expressed in the development of new, unique products and services and in

marketing offers aimed at recruiting new customers and expanding or maintaining a share in the activity of existing

customers. In the credit-card market, competition is reflected in initiatives established with leading retail chains to

distribute joint credit cards, including the granting of consumer credit. For further details, see the section "Additional

Information Concerning Activity in Certain Products" below.

In the area of housing loans, the main competitors are banking corporations: Mizrahi-Tefahot Bank Ltd. (hereinafter:

"Mizrahi-Tefahot Bank"), Bank Leumi LeIsrael Ltd. (hereinafter: "Bank Leumi"), and Israel Discount Bank Ltd. (hereinafter:

"Discount Bank"). Credit policy in the area of housing loans is adjusted and updated according to developments and

trends in markets globally and in Israel, and their effect on the real-estate sector, on households in Israel, and on

customers' needs. From customers' perspective mortgages are a "price seekers' product," characterized by a lack of

borrower loyalty to a "home bank," whereas banks view mortgages as an "anchor product" used in the effort to recruit

and retain customers. The Bank therefore applies a policy of creating unique value for customers of the Bank, based

on the strategy "Take Your Mortgage at Home." In view of the mounting competition in the area of housing credit

in recent years, the Bank has continued to maintain a conservative policy, strictly maintaining the profit margins that

are appropriate in housing credit transactions, according to its understanding, and compromising on margins only in

a highly selective manner. The Bank's share in total housing credit extended to customers (executed) in 2009, 2010,

and 2011 stood at approximately 18%, 22%, and 22.5%, respectively. The increase in the Bank's market share for this

product resulted from factors including the aforesaid policy of the Bank, despite the intense competition in this area.

Main Methods of Coping with Competition

• Carefullyconsideredexpansionofthenetworkofbranchesaccordingtotheneedsofthevariouspopulation

segments in areas with potential, while selecting the most suitable concept, such as Boutique Branches and Poalim

Express.

• Maintainingacomprehensiveviewofthecustomer:riskmanagementandrepayment-capabilityanalysis,integration

of mortgages with other banking products, and the creation of product baskets, with an emphasis on offers suited

to the customer’s needs, such as "Zakaut (Entitlement) Poalim" and others.

• Reinforcingpersonalcontactsandrelationshipswithcustomersthroughthelaunchofuniqueservicesdesigned

to promote customers’ empowerment and growth.

• UseandimplementationofDWHtoolsandCRMsystemsallowingthedevelopmentandabsorptionofadvanced

work processes aimed at customer retention and expanding activity with customers.

• Improvingworkprocesses,includingthemulti-channelperspective,andmanagingandinvestinginnewsystems.

• Reinforcementanddevelopmentofthesupplementaryservices-"PoalimbyTelephone,""PoalimOnline,"and

advanced mobile applications - in order to improve the value-added services offered to customers. This includes

the introduction and upgrade of the online budget management tool, which is well matched to the needs of

this segment, as well as the capital market website, the desktop and iPhone capital market applications, the Maof

simulator designed for a segment with greater interest and activity in the capital market, and the launch of the

Cellular Wallet application.

• Value-addedservicesgrantingacompetitiveadvantagetotheBank'scustomers,suchastheforeign-currency

service at the airport, which allows customers to order foreign currency in advance over the Internet or telephone

and receive it at the Bank's counter before boarding their flights.

• LeveragingtheBank'stechnologicalpowertoprovideamulti-channelservicepackagetocustomers,suchasthe

"With You in the Moment" service, which allows customers using the Bank's website to place an online request

for a telephone call from a banker, and informs the customer of the estimated wait time (usually a few seconds).


Products and Services

Dan the Saver – In late 2009, the Bank relaunched the familiar and well-loved brand from the 1950s, Dan the Saver.

The brand and the related activities were given a new look and adapted to the 2000s and the current generation of

children, and the Bank is working to encourage savings for children by parents and to increase children's awareness

of prudent financial conduct and savings. As part of this effort, the Bank created a website for children that teaches

the values of savings and banking terminology through games; held workshops for children at community centers

and summer camps; and distributed over half a million coin banks for children. The Bank recently launched automated

machines in which children can deposit their savings, in coins and bills, to a special fee-exempt Dan the Saver account,

and continued to expand the Dan the Saver group of savings products for parents.

Customers

The segment’s customers mainly include households with low to medium financial wealth. Customers are divided

into sub-segments based on parameters of age, financial wealth, and income level. Segment customers also include

customers who take out a loan that involves mortgaging a home as their only activity at the Bank.

Marketing and Distribution

The segment’s marketing and distribution are conducted through advertising campaigns in newspapers, on television,

on the Internet, on the radio, and on billboards. The Bank identifies itself publicly as a professional provider in the

financial field, leading its customers towards financial freedom through guidance and through the continual development

of innovative tools for prudent financial conduct and the encouragement of savings. Customers also receive marketing

messages through the various channels they use at the Bank, both reactively and proactively – face to face or over the

telephone at the branches, at Poalim by Telephone, on the Hapoalim Online website, and through Hapoalim by Cell

Phone. Marketing messages are also delivered through direct mailings to customers (account statements, designated

direct mail); self-service stations (ATMs and Adcan machines); and information presented on screens, informational

pamphlets, and postcards at the branches.

Human Capital

The following are details of the distribution of the average number of employee positions within the segment:

Total employee positions

Of which, positions charged to the segment

Direct manageria positions

2011 2010 2011 2010 2011 2010

In Israel 5,226 5,195 836 870 595 545

Abroad 141 186 8 12 32 41

Total 5,367 5,381 844 882 627 586

The number of managerial positions calculated for the segment refers to direct managers in the segment, and includes

branch managers and department heads at branches. The number of positions does not include managers at the

Head Office whose positions were included in the number of indirect positions of the segment and whose cost was

charged to the segment.

Permanent workers trained for various roles, according to the Bank’s needs, are employed at the branches. In addition,

external workers are employed in basic positions (tellers), after receiving appropriate training.

The Bank’s policy is to hire academic degree holding employees as necessary, and there is an ongoing upward trend

in the percentage of degree holders. The Bank also encourages employees to study towards undergraduate and

graduate level degrees, both through assistance in financing their studies and through added vacation days for exams.

The "Poalim by Telephone" call centers employ Bank employees and external employees who have undergone

designated training, including admission examinations for call-center service providers.


Collaboration Agreements

Collaboration agreements with insurance companies: In order to sell building insurance and life insurance in the course

of granting housing loans, as described above, the Bank Group has contracted with several leading insurance companies;

customers are offered the option of buying policies from the said insurance companies through presentation of the

insurance offers of each of the companies. Customers are free to select the most suitable proposal or purchase

insurance elsewhere.

Taxation

With regard to taxation, see the section "Taxation Status" below.

Legal Proceedings

See Note 19 to the Financial Statements.

Objectives and Business Strategy

The Bank aims to improve its profitability by expanding activities with the segment’s customers, recruiting new

customers, and streamlining and improving supporting processes. The following measures are planned in order to

realize this strategy:

• Prudentmanagementoftheretailnetworkbasedonamulti-channelapproachandpotential,withtheconstruction

of advanced solutions based both on the branch network and on the accessibility and availability of transactions

and information through a variety of direct channels.

• Continueddevelopmentofadvancedinfrastructuresforunderstandingofcustomers'needs,asabasisforthe

development of tailored, differentiated value offers for the different segments.

• PreservingtheBank'sleadershipandcompetitiveadvantagethroughthecontinueddevelopmentofitsadvanced

service philosophy and increase of customer satisfaction.

• Developmentofactivitiesintheareaofhousingloansasananchorproduct,withafocusonBankcustomers,

alongside improvements in sales and marketing processes.

• "PoalimtheRightWay"–ImplementationofnewresourcemanagementmethodsandworkprocessesattheBank's

branches, aimed at creating conditions leading to operational excellence while improving branch workers' professional

skills in sales and service processes. As part of this framework, (as in independent frameworks), operational core

processes that do not require direct contact with customers are being transferred from the branches to Back Office

Centers, which specialize and are professionally skilled in operational processes, to separate these processes from

face-to-face customer service and sales processes in the branches' activity. The first center opened in July 2008. As at

the date of the financial statements, five centers (in Beit Dagan, Nesher, Givat Olga, Hatzor, and Beer Sheba) handle

a broad range of core processes, including currency transfers in foreign and Israeli currency, handling guarantees

in general and for the Sale Law in particular, addressing deviations from credit facilities in customers' accounts and

collection, check discounting, subtraction of checks submitted for deferred deposit and check cancellation, check

deposits by machine, check truncation, debit authorizations, foreclosures, various services provided to provident

funds, and more. The centers also provide operational support for the Express Branches and Business Branches. The

Bank estimates that the cultivation of operational expertise and skill at the centers alongside the implementation

of advanced control processes, some of which are automated, will allow a reduction of the level of operational risk

associated with these processes (including survivability and disaster recovery) to which the Bank was exposed in

the work structure prior to the transfer of these activities to the centers.

• TheBankiscompletingpreparationsfortheprovisionofpensionadvisoryservicesatitsbranches.These

preparations include training dozens of financial and pension advisors who specialize in a comprehensive view of

customers' needs and in the provision of comprehensive, objective advice, and the implementation of an advanced,

unique advisory system allowing convenient processing and presentation of information through all channels.


Outlook for Development in the Coming Year

Network deployment – The Bank will continue the prudent deployment of its branches in areas with regional

potential and populations with potential, matching the format of the branch to the needs of the target population.

The pace of this deployment during the coming years is expected to maintain the Bank's share of total branches.

Pension advising – Starting in November 2007, the Bank has provided advice to its customers regarding study funds,

in the financial trajectory. On January 28, 2009, the Bank received a license to provide pension advice to self-employed

customers, which was expanded on March 29, 2009 to include company employees.

Upon receiving its pension advisor's license, the Bank was permitted to engage in pension advising, subject to the

provisions of the legal arrangement and the derived permits and directives. A new advisory system launched during

2011 makes it possible to provide pension advice to customers of the Bank. Pension advising services are only offered

at some branches of the Bank, to some customers.

The number of branches offering pension advising services and the groups of customers who can receive this service

will be expanded gradually. The expansion of this activity depends on factors some of which do not depend on the

Bank, including the establishment of a central pension clearing house allowing clearing of funds and information, and

the enactment of regulations establishing the rates of distribution fees for the distribution of insurance products.

A private bill has been submitted according to which study funds should not be considered financial products for

which investment advice can be received. If the bill is passed, the volume of advisory service regarding study funds

may decrease.

For further details regarding the receipt of the aforesaid license and the Bank Group's preparations for the provision

of advisory services, see the section "Additional Information Concerning Activity in Certain Products".


Condensed operating results and principal data of the Households Segment are set out below:

For the year ended December 31, 2011

Activity in Israel Activity abroad

Banking and

financial services

Credit cards

Capital market(1)

Housing loans

Banking and

financial services

Housing loans

Total

NIS millions

Profit from financing activity before provisions for credit losses:

- From externals 1,234 102 6 1,788 65 7 3,202

- Inter-segmental 654 - - (1,550) (37) (6) (939)

Total 1,888 102 6 238 28 1 2,263

Operating and other income:

- From externals 539 562 53 106 2 - 1,262

- Inter-segmental (86) - (15) 33 - - (68)

Total income 2,341 664 44 377 30 1 3,457

Provisions for credit losses 191 30 - 47 - - 268

Operating and other expenses:

- From externals 1,827 469 65 229 62 7 2,659

- Inter-segmental 15 - - - - - 15

Operating profit (loss) before taxes 308 165 (21) 101 (32) (6) 515

Provision for taxes (tax benefit) on operating profit (loss) 106 57 (7) 35 (9) (2) 180

Net profit (loss):

Before attribution to non controlling interests 202 108 (14) 66 (23) (4) 335

Attributed to non controlling interests - (3) - - 7 1 5

Attributed to shareholders of the Bank 202 105 (14) 66 (16) (3) 340

Return on equity (net profit attributed to shareholders of the Bank as a percentage of average equity)(2) 14.1% 24.6% - 4.3% - - 10.0%

Average balance of assets 20,440 5,754 - 33,668 383 105 60,350

Average balance of liabilities 33,304 - - - 16 - 33,320

Average balance of risk-adjusted assets 18,154 5,416 - 19,364 338 57 43,329

Average balance of mutual funds - - 2,403 - - - 2,403

Average balance of securities in custody - - 3,033 - - - 3,033

Average number of employee positions 3,660 851 171 544 127 14 5,367

Balance of credit to the public 21,002 5,812 - 34,409 373 89 61,685

Balance of deposits from the public 34,948 - - - 17 - 34,965

Spread from credit granting activity 1,298 102 - 218 28 1 1,647

Spread from deposit taking activity 512 - - - - - 512

Other 78 - 6 20 - - 104

Total profit from financing activity before provisions for credit losses 1,888 102 6 238 28 1 2,263

(1) Management, operations, and trust for institutional entities; distribution fees for financial products; and securities activity.(2) In activities to which risk-adjusted assets cannot be attributed, return on equity was not calculated.


Condensed operating results and principal data of the Households Segment (continued):



Banking and

financial services

Credit cards

Capital market(1)

Housing loans

Banking and

financial services

Capital market(1)

Housing loans

Total

NIS millions


- From externals 1,590 87 4 1,575 79 - 19 3,354

- Inter-segmental 81 - - (1,362) (42) - (15) (1,338)

Total 1,671 87 4 213 37 4 2,016


- From externals 548 518 69 114 1 2 - 1,252

- Inter-segmental (71) - (17) 30 - - - (58)

Total income 2,148 605 56 357 38 2 4 3,210

Provisions for credit losses 264 23 - 19 2 - 1 309


- From externals 1,783 426 66 217 89 - 16 2,597

- Inter-segmental 5 - - - - - - 5

Operating profit (loss) before taxes 96 156 (10) 121 (53) 2 (13) 299

Provision for taxes (tax benefit) on operating profit (loss) 37 60 (4) 46 (15) 1 (4) 121

Net profit (loss):

Before attribution to noncontrolling interests 59 96 (6) 75 (38) 1 (9) 178

Attributed to noncontrolling interests - (3) - - 11 - 3 11

Attributed to shareholders of the Bank 59 93 (6) 75 (27) 1 (6) 189

Return on equity (net profit attributed to shareholders of the Bank as a percentage of average equity)**(2) 4.3% 23.4% - 5.1% - - - 5.8%

Average balance of assets 18,783 5,164 - 30,362 419 - 183 54,911

Average balance of liabilities 31,137 - - - 22 - - 31,159

Average balance of risk-adjusted assets 17,307 5,013 - 18,513 384 - 105 41,322

Average balance of mutual funds - - 2,736 - - - - 2,736

Average balance of securities in custody - - 3,155 - - 23 - 3,178

Average number of employee positions 3,611 868 177 539 150 - 36 5,381

Balance of credit to the public 19,783 5,518 - 31,764 465 - 136 57,666

Balance of deposits from the public** 31,639 - - - 23 - - 31,662

Spread from credit granting activity 1,248 87 - 196 38 - 4 1,573

Spread from deposit taking activity 313 - - - (1) - - 312

Other 110 - 4 17 - - - 131

Total profit from financing activity before provisions for credit losses 1,671 87 4 213 37 - 4 2,016


** Reclassified.(1) Management, operations, and trust for institutional entities; distribution fees for financial products; and securities activity.(2) In activities to which risk-adjusted assets cannot be attributed, return on equity was not calculated.


Principal Changes in Net Profit and Balance-Sheet Balances

Net operating profit attributed to shareholders of the Bank in the Households Segment totaled NIS 340 million in

2011, compared with NIS 189 million in the previous year. The increase in profit mainly resulted from an increase in

financing profit and a decrease in provisions for credit losses; by contrast, the operating expenses attributed to this

segment increased, as noted below.

Profit from financing activity in 2011 totaled NIS 2,263 million, compared with NIS 2,016 million in the previous year.

The 12.3% increase mainly resulted from an increase in profit from regular financing activity, which mainly derived

from an increase in interest rates in the market, and an increase in the volume of activity.

Operating income in 2011 totaled NIS 1,194 million, similar to the previous year.

Provisions for credit losses totaled NIS 268 million in 2011, compared with NIS 309 million in the previous year.

The segment’s expenses totaled NIS 2,674 million in 2011, compared with NIS 2,602 million in the previous year,

an increase of 2.8%. The increase mainly resulted from an increase in salary expenses. This increase was offset by

a provision recorded in 2010 for impairment of goodwill, in the amount of NIS 20 million, at Bank Pozitif and its

subsidiary in Kazakhstan, which was attributed to overseas activity.

Credit to the public totaled approximately NIS 61.7 billion on December 31, 2011, compared with approximately

NIS 57.7 billion on December 31, 2010. The increase of 7.0% mainly resulted from an increase in housing loans and

in retail credit.

Housing loans in Israel totaled approximately NIS 34.4 billion on December 31, 2011, compared with approximately

NIS 31.8 billion on December 31, 2010.

Deposits from the public totaled approximately NIS 35.0 billion on December 31, 2011, compared with approximately

NIS 31.7 billion on December 31, 2010. The increase of 10.4% mainly resulted from customers’ transition from

investment in the capital market to investment in deposits.

The balance of off-balance-sheet monetary assets of the customers of the Bank Group attributed to this segment

as at December 31, 2011 totaled approximately NIS 5.1 billion, compared with approximately NIS 6.1 billion on

December 31, 2010. This balance includes customers' holdings in securities portfolios and mutual funds.


The Private Banking SegmentGeneral and Segment Structure

The Private Banking Segment serves mid-range to high-net-worth customers in Israel and abroad. The Bank offers

services to customers in this segment with complex financial needs, financial services, and solutions, through advanced

products, global asset management, and a special professional service package, which includes meetings and telephone

calls initiated by the bankers and an advanced advisory system aided by decision support tools. In providing service

to customers in this segment, special emphasis is placed on the formation of close long-term customer relationships.

The segment's activity in Israel for customers who keep accounts with the Bank's branches in Israel (with the exception

of one branch, which is assigned to international activity, as detailed below) is conducted through the Bank's nationwide

chain of branches, at differentiated Private Banking Units within the branches (note that in 2009, the Bank began

the deployment of Boutique Branches, which are targeted to the segment's customers in Israel), as well as through

the direct channels (see the section "The Households Segment" above). Global Private Banking (GPB) services are

provided both in Israel, at the GPB Center in Tel Aviv, and in a wide range of locations overseas, including in Europe,

the United States, Latin America, Canada, Hong Kong, and Singapore. These services are provided through 40 activity

centers, including banking subsidiaries, branches, asset-management subsidiaries (for further details regarding the

activity of the Bank Group abroad, see the section "Activity of the Bank Group Abroad" below), and representative

offices engaged solely in public relations.

Activities

The principal activities in this segment are banking and financial services, credit cards, the capital market, and housing

loans. Services offered to customers of the segment in Israel and to GPB customers in the area of "banking and financial

services" include current-account management services, granting of credit for various purposes (in this context, note

that the Retail Area and the International Area are authorized to grant credit in larger amounts to customers of the

Private Banking Segment, taking into consideration the customer's needs and net worth), deposits, and savings plans.

For details regarding the services provided by the Bank in the "credit card" and "capital market" activities, see the

section "Additional Information Concerning Activity in Certain Products," below.


In Israel:

2011 concluded with intense volatility. The major stock indices posted declines of up to 35%. The government bond

indices showed gains, both in unlinked and in CPI-linked bonds, of up to 7.5%, while the various Tel Bond indices

traded on a mixed trend. Advisors and clients worked during the year to reduce risk components in portfolios, a

trend reflected in a transition to T-Bill (Makam) funds, money-market funds, and deposits, from Israeli and foreign

shares and corporate bonds.

Overseas:

The Bank has emphasized increasing the assets of GPB customers held at the Bank Group, defining a strategic objective

of increasing the percentage of customers with an asset portfolio of over one million dollars.



In Israel:

During 2011, the Poalim Advisor consulting system was upgraded, and several tools for investment advisors were

launched, including:

• Auniquemoduleallowingcolor-codingoflong-termfinancialassets,enablingcustomersoftheBanktotagfinancial

assets for their long-term financial portfolios, to supplement their income in retirement or for other long-term

purposes.

• Anew,expandedproductdetailsmodule,enablingadvisorstoperformin-depthprofessionalfinancialanalysisof

the customer’s overall investment portfolio.

• Ratingofmutualfundsforafive-yearperiodusingtheSuperFundsystem(aninformationandadvisingsystem

for local mutual funds).

Services in the direct channels were expanded in recent years, including the launch of a designated zone within the

Bank's website that aggregates all information necessary to customers, including details regarding the investment

advisory system, the service system, special benefits, professional information from the Bank's research departments,

and more.

An international website was launched at www.bankhapoalim.com in 2011, with a new design, based on advanced

infrastructures. Concurrently, three new BHI websites were set up, in English, Spanish, and Russian, consistent with

the Bank’s brand and containing content suited to the needs of customers overseas.

Overseas:

A project aimed at replacing the IT system at the London branch began in 2011 and is scheduled for completion at

the end of 2012. During 2012, the long-term IT strategy of the International Area will be examined, in view of the

aim of enhancing services for customers and supporting the international growth strategy.


In Israel:

• Highprofessionalqualityofemployees.

• Customer-focusedpersonalservice,withastrongemphasisonpersonalrelationships,high-qualityservice,and

tailoring to customers’ needs.

• Aproactiveservicepackagetailoredtothecustomer,includingmeetingswiththebankerand/oradvisoraccording

to the customer's needs.

• Highlyflexibleservice,accordingtochangingmarketconditionsinIsraelandworldwide.

• Anadvanced,available,accessiblebranchnetworksuitedtocustomers'needs.

• Anadvancedsystemofdirectbankingservices(Internet,"PoalimbyTelephone,"the"OnTime"servicefor

information and alerts delivered by cell phone, advanced mobile applications, and automated devices).

• Investmentadvisingatahighprofessionallevel,withtheaidofadvanceddecision-makingsupportsystems.

• Anewinterfacefortradinginforeignsecuritieswaslaunchedthisyear,forthebenefitofcustomerswhotrade

on the capital market.

Overseas:

• Highprofessionalqualityofemployees.

• Personalservice,focusedoncustomers’needs.

• Awidevarietyofproducts,carefullyselectedfromtheworld’sbestproducers inaccordancewiththe

open-architecture policy (i.e., offering banking products produced by others), implemented through PAM

Companies (see the section "Activity of the Bank Group Abroad" below), while tailoring the supply of products

to customers’ tastes and to prevalent international standards in the industry.



In Israel:

• Establishmentofabroadlydeployednationwidesystemofbranches,whiledifferentiatingservicetothese

customers.

• Trainingskilledpersonneltoprovidefinancialadvicetocustomers,inaccordancewiththeprovisionsofthe

Advising Law.

• Adiverseproductrangesuitedtocustomers’needs.



• Highinvestmentintheconstructionofastrong,leading,crediblebrand.

Overseas:

The activity of the Private Banking Segment involves long-term relationships with its customers. In order to be a

significant competitor in this segment, financial institutions must meet several criteria:

• Broadgeographicaldeployment,includingofficesandbranchesaroundtheworld.

• Employmentofprofessional,skilledpersonnel.

• Investmentsinsetup,maintenance,andupgradesofinfrastructures.

• Asystemofproductinitiationanddistribution.

• Compliancewithregulatoryrestrictions.


There are no alternatives for the majority of the segment’s products and services, although there is competition

between banking and financial institutions, in Israel and internationally. The Bank and the Bank Group principally work

to improve processes and introduce technological improvements, with the aim of improving service and expanding

the offering of banking products.

Customers

Private Banking customers in Israel have proven and/or future potential for financial wealth. Customers are divided

into eight segments (including foreign residents) based on parameters of age, financial wealth, and/or income level.

Global Private Banking customers are high-net-worth private customers who are foreign residents, usually with a

Jewish/Israeli affinity.


In Israel, marketing and distribution are performed through private-banking units at branches, face to face and

by telephone, and via "Poalim by Telephone," both through initiated contacts and in response to customers’ calls.

Marketing and distribution activities are also conducted through "Hapoalim Online." Marketing and distribution to

private-banking customers in Israel are also carried out through advertising campaigns in newspapers, on television,

on the radio, and on billboards. Marketing messages are also communicated through direct mailings to customers

(account statements, enclosures, designated direct mail); self-service stations (ATMs and "Adcan" self-service machines);

the "Hapoalim Online" website; and signs, videos, informational pamphlets, and postcards at the branches. In addition,

mass marketing channels such as television, newspapers, radio, and the Internet are occasionally used to market value

offers of the Bank to customers.

Marketing to customers abroad is conducted via the Bank’s various representative offices, subject to the relevant laws

in Israel and in the countries where the activity is conducted.

Another marketing means is the Platinum and Preferred clubs, which are targeted to high-net-worth customers. These

customers receive one-on-one service individually tailored to each client according to the client's needs. Customers

receive a unique marketing and professional service package adapted to their needs and preferences.


• Theclubsemphasizeopenarchitectureandindividuallytailoredproducts.

• Specialcenterswhereservicescanbeprovidedinprivacyandinarelaxedandpleasantenvironment.

• Customersareofferedinternationalinvestmentportfoliomanagementservicesbasedongloballyprevalent

models through the international desk at Peilim.

• AsaspecialserviceforPlatinumClubmembersonly,meetingswithcustomersareheldatthecustomer’spreferred

location, using secure mobile banking that allows transactions to be executed outside the Bank’s offices.

• PlatinumcustomersareofferedtheCenturioncard–theworld’smostprestigiouscreditcard,whichallowsmembers

to enjoy international concierge services and provides benefits and upgrades in various areas of travel and tourism.

• ThePlatinumClubsupportsleadingculturalandartisticinstitutions,andcustomersbenefitfromuniquecultural

events and experiences.

Competition

Some 40% of Private Banking customers in Israel maintain accounts with more than one bank. The entrance of

insurance companies and private brokers into the mutual and provident-fund market, specifically, and into sales

of financial products in general, as well as the removal of barriers to switching from bank to bank, have increased

competition over customers in this segment. As a result, competition over these customers within the banking system is

highly aggressive, as expressed in benefits in account management terms, price levels, advertising campaigns, an emphasis

on personalized service and service packages tailored to customers, investment advisement at an exceptionally high

level, and innovation in products and technology in order to provide leading services. The competitors in this segment

are the four other major banking groups, as well as other banks operating in Israel, foreign banks, and investment

houses. However, following the outbreak of the financial crisis, a decrease in the pace of competition was apparent,

as some non-bank financial institutions and foreign banks outside Israel were perceived as less stable. With regard to

competition in the area of housing loans, see the section "The Households Segment" above.

Anticipated amendments to the directives of the Bank of Israel will permit independent trading in mutual funds, with

reduced distribution fees, through a specialized system, with no dependence on the terms of the account at the bank.

Smaller banks and investment firms are expected to adopt this platform and make it available to customers of the

major banks. This process is likely to have some impact on the level of competition in this segment.

Overseas, Global Private Banking is characterized by a high level of competition, which is increasing over time, as the

high-net-worth customer segment is attractive to many financial institutions. The main competitors in this area are

Swiss banks specializing in private banking, and Israeli banks operating overseas. Competition is primarily focused

on providing a high level of personalized, professional service; a range of products and services not inferior to those

offered by competitors; and the ability to respond rapidly to changes in the market and in customers’ tastes.

Human Capital

The following are details of the distribution of the average number of employee positions in the segment:



Direct managerial positions

2011 2010 2011 2010 2011 2010

In Israel 2,999 3,015 692 732 358 351

Abroad 534 548 62 51 202 208

Total 3,533 3,563 754 783 560 559

The Bank’s employees abroad are experts in private banking or in international credit products. Many of them hold

academic degrees. In order to comply with the standards dictated by the global market, employees receive training

and enrichment in the areas of their work as well as in local regulatory requirements. These employees are also

familiar with customers' needs and preferences, and speak their language.


Legal Proceedings



See the "Households Segment" section, above.

Material Agreements

For details regarding the sale of the rights of the Bank Group to provident funds and mutual funds formerly under its

management, see the section "Additional Information Concerning Activity in Certain Products" below.


The Bank has collaboration agreements with international financial entities that are leaders in the area of global

investments. Under these agreements, the Bank Group offers Global Private Banking customers a range of funds

managed based on an analytical portfolio manager selection model, designed to select the best portfolio managers

operating in each sector and market.


The Bank aims to improve its profitability by expanding its activity with the customers of this segment, recruiting new

customers, and streamlining and improving the supporting processes.

In Israel:

• Strengtheningpersonalrelationshipswithandknowledgeofcustomers,inordertoretainandextendactivities

with existing customers and recruit potential customers.

• Continueddeploymentoftheretailsysteminareaswithpotential,matchedtothecustomersegment.

• Creationofauniquevalueoffersuitedtocustomer'sdifferentiatedneeds.

• Improvementofthequalityofcustomerserviceandenhancementofcustomersatisfactionandloyalty.

Overseas:

Growth while focusing on customers, matching business strategy to the competitive environment, developing the

capabilities of customer relationship managers, and expanding the volume of activity and assets of foreign-resident

customers and Israeli customers operating abroad, including through expansion of the service package and the range

of products offered to customers, and expansion of the customer base.

Outlook for Development in the Coming Year

Over the last few years, a new approach was formulated and implemented in the Private Banking Segment, in view of

the changing competitive environment in which the Bank operates, where competition for private-banking customers

is intensifying. The goal of the new approach is to create an innovative experience for customers, solidifying the

Bank’s competitive advantage and preserving its status as the leader in this market. This approach is based on key

change catalysts such as providing differential service packages tailored to customers’ different needs, formulating a

service philosophy, defining an organizational structure compatible with customers’ needs, transitioning to planned

and proactive service, improving the appearance of branches, improving response in the direct channels, including

the telephone call center, and empowering the unit’s bankers and advisors.

Note that it is possible that the Bank may not succeed in realizing the plans described above, due to causes including

legislative and/or regulatory directives, especially including all matters related to the training of a sufficient number of

financial advisors and/or the intense competition over customers in this segment.


Condensed operating results and principal data of the Private Banking Segment are set out below:



Banking and

financial services

Credit cards

Capital market(1)

Housing loans

Banking and

financial services

Capital market(1)

Total

NIS millions


- From externals (3,049) 18 22 425 (241) - (2,825)

- Inter-segmental 4,060 - - (380) 438 - 4,118

Total 1,011 18 22 45 197 - 1,293


- From externals 255 318 622 8 149 183 1,535

- Inter-segmental (34) - (169) 3 (5) (4) (209)

Total income 1,232 336 475 56 341 179 2,619

Provisions for credit losses 31 18 - 5 3 - 57


- From externals 983 232 300 21 319 224 2,079


Operating profit (loss) before taxes 192 86 175 30 19 (45) 457

Provision for taxes (tax benefit) on operating profit (loss) 66 30 60 10 6 (15) 157

Net profit (loss):

Before attribution to non controlling interests 126 56 115 20 13 (30) 300

Attributed to non controlling interests - (1) - - - - (1)

Attributed to shareholders of the Bank 126 55 115 20 13 (30) 299

Return on equity (net profit attributed to shareholders of the Bank as a percentage of average equity)(2) 25.5% 22.9% - 4.4% 3.0% - 18.5%

Average balance of assets 7,102 3,243 - 9,915 6,111 - 26,371

Average balance of liabilities 95,485 - - - 20,923 - 116,408

Average balance of risk-adjusted assets 6,274 3,053 - 5,703 5,398 - 20,428

Average balance of mutual funds - - 30,676 - - 1,395 32,071

Average balance of other assets under management - - 238 - - 1,131 1,369

Average balance of securities in custody - - 72,295 - - 30,056 102,351


Balance of credit to the public 7,491 3,276 - 10,806 6,936 - 28,509

Balance of deposits from the public 102,763 - - - 21,589 - 124,352

Spread from credit granting activity 225 18 - 45 70 - 358

Spread from deposit taking activity 774 - - - 119 - 893

Other 12 - 22 - 8 - 42

Total profit from financing activity before provisions for credit losses 1,011 18 22 45 197 - 1,293



Condensed operating results and principal data of the Private Banking Segment (continued):



Banking and

financial services

Credit cards

Capital market(1)

Housing loans

Banking and

financial services

Capital market(1)

Total

NIS millions


- From externals 1,414 20 20 241 427 - 2,122

- Inter-segmental (629) - - (207) (289) - (1,125)

Total 785 20 20 34 138 - 997


- From externals 254 293 694 7 155 181 1,584

- Inter-segmental (27) - (178) 3 - (5) (207)

Total income 1,012 313 536 44 293 176 2,374

Provisions for credit losses 10 13 - 2 4 - 29


- From externals 983 210 310 19 320 216 2,058


Operating profit (loss) before taxes 1 90 226 23 (31) (40) 269

Provision for taxes (tax benefit) on operating profit (loss) - 34 87 9 (11) (15) 104

Net profit (loss):

Before attribution to non controlling interests 1 56 139 14 (20) (25) 165

Attributed to non controlling interests - (2) - - - - (2)

Attributed to shareholders of the Bank 1 54 139 14 (20) (25) 163

Return on equity (net profit attributed to shareholders of the Bank as a percentage of average equity)**(2) 0.2% 24.1% - 4.2% (4.7%) - 11.1%

Average balance of assets 6,638 2,911 - 6,977 5,947 - 22,473

Average balance of liabilities 87,567 - - - 21,270 - 108,837

Average balance of risk-adjusted assets** 6,083 2,826 - 4,254 5,450 - 18,613

Average balance of mutual funds - - 31,185 - - 1,524 32,709

Average balance of other assets under management - - 268 - - 938 1,206

Average balance of securities in custody - - 70,627 - - 30,235 100,862


Balance of credit to the public 7,056 3,110 - 8,373 5,393 - 23,932

Balance of deposits from the public** 87,494 - - - 20,827 - 108,321

Spread from credit granting activity 224 20 - 34 62 - 340

Spread from deposit taking activity 539 - - - 71 - 610

Other 22 - 20 - 5 - 47

Total profit from financing activity before provisions for credit losses 785 20 20 34 138 - 997





Net profit attributed to the shareholders of the Bank in the Private Banking Segment totaled NIS 299 million in 2011,

compared with NIS 163 million in the previous year. The increase mainly resulted from an increase in financing profit.

A decrease in operating income, an increase in provisions for credit losses, and an increase in operating expenses

associated with this segment, as noted below, offset this increase.

Profit from financing activity totaled NIS 1,293 million in 2011, compared with NIS 997 million in the previous year.

The increase mainly resulted from customers’ transition from investment in the capital market to investment in

deposits. The increase also resulted from an increase in profit from regular financing activity, which mainly derived


The segment’s operating income totaled NIS 1,326 million in 2011, compared with NIS 1,377 million in the previous

year. The 3.7% decrease mainly resulted from a decrease in income from the capital market, due to a transition by

customers from investment in the capital market to investment in deposits. An increase in income from credit cards

in Israel, due to an increase in the volume of transactions, offset this decrease.


The segment’s expenses totaled NIS 2,105 million in 2011, compared with NIS 2,076 million in the previous year.

The 1.4% increase mainly resulted from an increase in salary expenses.

Credit to the public totaled approximately NIS 28.5 billion on December 31, 2011, compared with approximately

NIS 23.9 billion on December 31, 2010. The 19.1% increase mainly resulted from an increase in housing loans, which

totaled approximately NIS 10.8 billion, compared with approximately NIS 8.4 billion on December 31, 2010, as well

as an increase in credit overseas, due to an increase in the volume of activity.

Deposits from the public totaled approximately NIS 124.4 billion on December 31, 2011, compared with

approximately NIS 108.3 billion on December 31, 2010. The 14.8% increase mainly resulted from customers’ transition

from investment in the capital market to investment in deposits.

The balance of off-balance-sheet monetary assets of the customers of the Bank Group attributed to this segment as

at December 31, 2011 totaled approximately NIS 133.2 billion, compared with approximately NIS 143.0 billion on



The Small Business Segment General and Segment Structure

The Bank provides a range of banking services and financial products to small businesses. The segment's activity is

conducted through the Bank's nationwide branch network and through the direct channels (see the section "The

Households Segment" above). The segment also provides necessary services to business customers of the Corporate

and Commercial Segments.

Activities

The principal activities in this segment are banking and financial services, credit cards, the capital market, and

housing loans. Services offered to customers of the segment in the area of "banking and financial services" include

current-account management services, granting of credit for various purposes (the maximum credit that the segment’s

employees may authorize, taking into account customers’ needs, financial condition, and financial wealth, is up to a total

of NIS 6 million), deposits, and savings plans. Services provided to the segment's customers include basic transactions

similar to those offered to private customers in the Households Segment, as well as more complex transactions

such as check discounting, foreign currency, foreign trade, and other financing transactions. For details regarding the

services provided in the areas of "credit card" and "capital market" activities, see the section "Additional Information

Concerning Activity in Certain Products," below.


There were no material changes in the profile of the segment’s customers in 2011. However, the trend of transition

to direct banking channels, such as the Business Online service and check-deposit machines, continues.


In 2011, the Bank expanded the value offer for online business customers:

• AnewareawithintheHapoalimOnlineBusinesssiteforfundtransfersandpayments.Thisservicewasdeveloped

based on an understanding of the activity of business clients and identification of their unique needs. All transfer

transactions are centralized in a single interface, saving time and resources in routine account management for

businesses. This service is expected to increase banking activity by business clients, at the Bank and on the website.

• IncreasedamountsfortransfersfrombusinessaccountstootheraccountsattheBankandtoaccountsatother

banks. This change is expected to lead to an increase in the volume of transfers and an increase in banking activity.


• Establishmentofabroadlydeployednationwidesystemofbranches.



• Adiverseproductrangesuitedtocustomers'needs.

• Trainingskilledpersonnelinthevariousbankingproductsandactivities.

• Highinvestmentintheconstructionofastrong,leading,crediblebrand.


Alternatives to the Segment’s Products and Services

There are no alternatives for the majority of banking products, although there is competition between other financial

institutions in some products and services, and from other banks over all services to customers. The Bank principally

works to improve processes and introduce technological improvements, with the aim of improving service and

expanding the offering of banking products.

New Products

Check deposit by transmission – The Bank's business customers can clear checks online, 24 hours a day, seven

days a week, from the business's computer directly to the customer's account. The Bank provides its business customers

with a check reader and a secure, encrypted virtual safe, free of charge. These ensure quick, efficient intake and deposit

of the checks in the bank account without the need to input the magnetic strip of each check. The customer transmits

the files directly from the business to the Bank without the need to use physical media, and within an hour of the

receipt of the checks by the branch and approval via the branch's system, receives confirmation of the deposit of

the checks in the account. This allows the customer to perform immediate monitoring of the number and amounts

of checks deposited in the account.

Activity of the Segment in 2012

The Small Business Segment is an important element for the Bank's activity in 2012. The Bank accords high importance

to this sector, both in view of its general contribution to the development of the Israeli economy, and from a business

perspective, as a growth driver for the Retail Banking Area. The Bank therefore will offer small business clients tools

and guidance for growth, through a range of value offers that create a complete package tailored to the needs of

the business.

• GrantingofcreditintheamountofoverNIS1billiontosmallbusinessesthroughvariousfunds,includingthe

Bank's specialized Poalim for Growth fund, the state-backed Small and Mid-Sized Business Fund won by the Bank,

and sector-specific funds to be established by the Bank in collaboration with leading organizations in the Israeli

economy.

• Developmentofbusinesstoolsandguidancetoenhancetheabilityofsmallbusinessestogrowthandthrive.

Clients of the Poalim for Growth fund will benefit from free economic and business guidance provided by external

firms. In addition, the Bank will develop various tools and increase the accessibility of banking services through

the various channels in order to provide optimal solutions for the financial needs of the businesses.

• EstablishmentoftheBusinessClubforbusinessclients,offeringmemberslecturesandworkshopsonvarious

financial and other subjects, to help owners achieve better management of their businesses, as well as various

non-banking benefits uniquely matched to these clients' needs.

Customers

The Small Business Segment serves customers from a wide range of economic sectors with a low volume of business

activity, with a low to medium level of complexity.


Marketing and distribution in Israel are conducted face to face or over the telephone at the Bank's branches, and at

Poalim by Telephone, both proactively and in response to customers' calls. Marketing and distribution activities are

also carried out through the Hapoalim Online website.

Competition

Competitors in this segment are the four other major banking groups as well as other banks in the banking system.

Activity in this segment requires expertise and in-depth knowledge of the customer in order to manage credit risks;

competition in this segment is therefore primarily among banks only, for overall activity with customers.


Human Capital


2011 2010

Total employee positions 1,800 1,892

Of which: positions charged to the segment 397 449

Of which: direct managerial positions 276 275

The number of managerial positions calculated for the segment refers to direct managers in the segment, and includes

branch managers and department heads at branches. The number of positions does not include managers at the

Head Office whose positions were included in the number of indirect positions of the segment and whose cost was

charged to the segment.

The business units employ specially trained corporate-credit professionals, according to the banking needs of business

customers. The Bank’s policy is to recruit mainly academic degree holding employees, and there is an ongoing upward

trend in the percentage of degree holders. The Bank also encourages employees to advance their education, and

provides assistance for undergraduate and graduate level studies.

Legal Proceedings



See the "Households Segment" section, above.


• Expandthecustomerbaseandincreaseactivitywithexistingcustomers.

• Providefinancialsolutionspersonallytailoredtocustomers.

• Strengthenrelationshipswithandknowledgeofcustomers.

• Achieveanoptimalmixofpersonalserviceandtechnologicalmeans.


Condensed operating results and principal data of the Small Business Segment are set out below.


Activity in Israel

Banking and financial services

Credit cards

Capital market(1)

Housing loans

Total

NIS millions


- From externals 710 57 3 144 914

- Inter-segmental 360 - - (115) 245

Total 1,070 57 3 29 1,159


- From externals 431 111 49 3 594

- Inter-segmental (48) - (15) 1 (62)

Total income 1,453 168 37 33 1,691

Provisions for credit losses 108 5 - 11 124


- From externals 813 79 38 5 935

- Inter-segmental (31) - - - (31)

Operating profit before taxes 563 84 (1) 17 663

Provision for taxes on operating profit (loss) 195 29 - 6 230

Net profit (loss):

Attributed to shareholders of the Bank 368 55 (1) 11 433

Return on equity (net profit attributed to shareholders of the Bank as a percentage of average equity)(2) 24.1% 35.1% - 3.6% 21.7%

Average balance of assets 17,563 1,151 - 3,337 22,051

Average balance of liabilities 21,484 2,132 - - 23,616

Average balance of risk-adjusted assets 20,010 1,397 - 3,911 25,318

Average balance of mutual funds - - 2,878 - 2,878

Average balance of other assets under management - - 19 - 19

Average balance of securities in custody - - 8,790 - 8,790

Average number of employee positions 1,604 128 56 12 1,800

Balance of credit to the public 18,096 1,162 - 3,653 22,911

Balance of deposits from the public 23,545 - - - 23,545

Spread from credit granting activity 760 57 - 28 845

Spread from deposit taking activity 216 - - - 216

Other 94 - 3 1 98

Total profit from financing activity before provisions for credit losses 1,070 57 3 29 1,159



Condensed operating results and principal data of the Small Business Segment (continued):


Activity in Israel


Credit cards

Capital market(1)

Housing loans

Total

NIS millions


- From externals 1,314 38 3 102 1,457

- Inter-segmental (357) - - (83) (440)

Total 957 38 3 19 1,017


- From externals 396 103 58 3 560

- Inter-segmental (43) - (16) 1 (58)

Total income 1,310 141 45 23 1,519

Provisions for credit losses 134 4 - 1 139




Operating profit before taxes 410 67 5 16 498

Provision for taxes on operating profit 155 26 2 6 189

Net profit:

Attributed to shareholders of the Bank 255 41 3 10 309

Return on equity (net profit attributed to shareholders of the Bank as a percentage of average equity(2)** 17.2% 42.2% - 4.4% 17.1%

Average balance of assets 16,743 1,033 - 2,319 20,095

Average balance of liabilities 19,818 1,931 - - 21,749

Average balance of risk-adjusted assets** 18,779 1,227 - 2,859 22,865

Average balance of mutual funds - - 2,796 - 2,796

Average balance of other assets under management - - 19 - 19

Average balance of securities in custody - - 8,174 - 8,174

Average number of employee positions 1,682 133 61 16 1,892

Balance of credit to the public 17,489 1,103 - 2,792 21,384

Balance of deposits from the public** 20,490 - - - 20,490

Spread from credit granting activity 733 38 - 18 789

Spread from deposit taking activity 128 - - - 128

Other 96 - 3 1 100

Total profit from financing activity before provisions for credit losses 957 38 3 19 1,017





Net profit attributed to the shareholders of the Bank in the Small Business Segment in 2011 totaled NIS 433 million,

compared with NIS 309 million in the previous year. The increase in profit mainly resulted from an increase in profit

from financing activity, an increase in operating income, and a decrease in provisions for credit losses. An increase in

operating expenses offset this increase.

Profit from financing activity in 2011 totaled NIS 1,159 million, compared with NIS 1,017 million in the previous year.

The 14.0% increase mainly resulted from an increase in profit from regular financing activity, which mainly derived


The segment’s operating income in 2011 totaled NIS 532 million, compared with NIS 502 million in the previous

year. The 6.0% increase mainly resulted from an increase in income from credit handling. By contrast, income from

the capital market decreased.


The segment’s expenses totaled NIS 904 million in 2011, compared with NIS 882 million in the previous year, an

increase of 2.5%. The increase mainly resulted from an increase in salary expenses.

Net credit to the public as at December 31, 2011 totaled approximately NIS 22.9 billion, compared with approximately

NIS 21.4 billion on December 31, 2010, an increase of 7.1%. The increase mainly resulted from an increase in housing

loans.

Deposits from the public as at December 31, 2011 totaled approximately NIS 23.5 billion, compared with

approximately NIS 20.5 billion on December 31, 2010.


The Commercial Segment General and Segment Structure

The Commercial Segment provides a range of banking services to middle-market business customers. The main

sectors of the economy in which the segment operates are industry, commerce, and construction and real estate.

Most of the segment’s customers operate in the local market, while some are engaged in imports and exports. The

segment operates through eight Business Centers deployed throughout Israel. At the end of 2011, a decision was

made to consolidate the Negev Business Center with the Southern Business Center ; following the consolidation,

the number of Business Centers will stand at seven. Several work teams operate within each Business Center, and

are responsible for managing routine business relationships with customers. Each team is headed by a Customer

Relationship Manager whose main banking specialization is in the area of business credit. In addition, each Business

Center has a certified investment manager and a legal advisor to supplement the activity of the Business Center.

Segment customers’ accounts are managed at the Bank’s branches, which provide the full range of required operational

banking services. A network of Business Branches was established in response to the business needs of Commercial

Segment and Corporate Segment clients. The network consisted of 21 branches at the end of 2011. During 2012,

the establishment of the Business Branches network will be completed.

The headquarters of the Corporate Banking Area contains a department engaged in analyzing credit applications

of customers of this segment. Part of the department’s activity is carried out by credit analysts at the Corporate

Banking Area headquarters, while part of the activity is conducted by credit analysts at the Business Centers, who

report in terms of management to the headquarters of the Corporate Banking Area. The department’s role is to

analyze credit applications and provide an independent recommendation to the authorized party. These units operate

outside the Commercial Division.

The Bank’s activity in the Commercial Segment abroad also includes the activity in this area of Bank Pozitif in Turkey,

which provides credit and banking services.

Activities

The principal activities in this segment are banking and financial services, and construction and real estate. Services

offered by the Bank to customers of the segment in the area of "banking and financial services" include credit for

routine operations and investment financing, guarantees, letters of credit, foreign trade, and transactions in financial

and derivative instruments, in accordance with a credit policy validated annually. Investment services are also provided,

in the various channels: foreign currency, shekels, securities, etc.

In January 2009, the Bank signed a two-year agreement with the Accountant General of the Ministry of Finance, which

was later extended for an additional eighteen months. Under this agreement, the Bank provides loans to customers of

the segment who meet the criteria established. The Bank also signed an agreement with the Manufacturers' Association

of Israel, under which the Employers' Reciprocal Fund of the Manufacturers' Association provides a deposit serving

as collateral for medium-sized businesses that are members of the Manufacturers' Association, as a substitute for the

collateral required of the customer.

The Commercial Segment also provides banking services to clients who operate in the construction and real-estate

sector. These banking services include the provision of credit to customers, as well as the issuance of guarantees of

various types, including guarantees to buyers of homes pursuant to the Sale Law.



The first half of 2011 was marked by growth of the Israeli economy, including the segment’s customers. Economic

growth cooled in the second half, due to the financial crisis in the Eurozone as well as the effects of the social protests

in Israel. The segment’s customers were affected by the slowdown in the construction and real-estate industry, a

decline in private consumption, and a decrease in exports of goods and services. Appreciation of the dollar and the

other major currencies in the second half of the year moderated the damage to exporters. In light of conditions in

the financial markets, there are numerous risks to continued growth in Israel, primarily influenced by the economic

developments globally and by the geopolitical situation in the region.

The activity of Bank Pozitif in Turkey is affected by the growth and improvement in the condition of the Turkish

economy.


The segment makes use of technological systems to manage processes of analysis of customers’ condition, control,

and marketing. The Bank applies an ongoing process of improvement in these systems. This process also includes

components relevant to handling the segment’s customers. The enhancement of the quality and sophistication of the

Bank’s systems is an important factor in improving the level of service for the segment’s customers and in creating

additional possibilities for expanding activities with them.


• Identificationofcustomers’needsandadaptationofbankingservicestosuchneeds–correctlyidentifyingthe

customer’s full range of banking needs, correctly matching banking products to customer's business needs, and

providing them in real time.

• Theabilitytoprovidecomprehensiveservicesuitedtoeachcustomer–reducingthegapbetweenthecustomer’s

expectations of the service provided and the actual quality of service (response time, professionalism, etc.), based,

among other things, on technological capabilities for service delivery.

• Theabilitytomanageandcontrolrisks(primarilycreditrisks)inrealtime–creditriskisthemostsignificantrisk

factor in the segment’s operations. Management of these risks and an appropriate control system are essential to

the minimization of risks, to the extent possible, and to attaining adequate profitability in the segment’s operations.

• EstablishmentofacreditpolicycongruentwiththeBank’sapproachtoriskandcustomers’financingmeans,while

monitoring performance.


• Establishmentofabroadlydeployednationwidesystemofbranches.

• Trainingskilledpersonnelinthevariousbankingproductsandactivities.


• Thesegment'sactivity,whereinrisk-adjustedassetsareasignificantpartofthemix,requirescapitaltobelocked

in on a substantial scale.



Alternatives to bank credit for some of the segment's customers are public and private issues, and credit granted by

non-bank financial institutions. The positive trend in bond issues that began in early 2009, following a freeze in late

2008, continued in the first half of 2011. The quantity of issues decreased in the later months of the year, including

among the segment’s customers.

Customers

For details regarding the manner of assignment of customers to this segment, see the section "General – The Segments

and Customer Assignment Criteria" above.


Marketing of banking products and services and distribution to customers are conducted through the Marketing

Strategy and Business Development Unit within the Corporate Area, the Sales Management Department in the

headquarters of the Commercial Division, the Business Centers, and the network of Business Branches.

The communication channels commonly used in local banking are available to customers, such as branches, "Poalim

by Telephone," Internet, etc. Marketing activities are conducted via unmediated contact between Bank employees

and customers, without material dependence on entities external to the Bank.

Competition

The level of competition in the segment is high, encompassing the four major banking groups as well as medium-sized

banks. In the area of credit, competition is reflected both in interest rates and fees offered to customers by the

competing banks, and in related terms such as the financing rates which the competitors are willing to approve.


Human Capital





2011 2010 2011 2010 2011 2010

In Israel 558 511 99 93 123 104

Abroad 53 72 4 4 23 40

Total 611 583 103 97 146 144

The average number of employee positions in the segment in 2011 was 611, compared with 583 positions in 2010.

The increase in the number of positions mainly resulted from the opening of business branches, in response to the

business needs of customers in the Commercial Segment and the Corporate Segment.

The number of managerial positions calculated for the segment refers to direct managers in the segment and

managers from the rank of section head at the Head Office. The number of positions does not include managers at

the Head Office whose positions were included in the number of indirect positions of the segment and whose cost

was charged to the segment.

Employees of the Bank trained for various roles, according to the Bank’s needs, are employed at the branches.

In addition, external workers are employed in basic positions (tellers), after receiving appropriate training. High

professional skill in the area of business, particularly credit and investments, is required of most employees.

Objectives and Strategy

The strategic objectives of the Bank in this segment are focused on several areas:

• Providingcomprehensiveserviceandsolutionsforcustomers’needs,whiletailoringnewproductstotheiractivities.

• Rationalmanagementofthecreditportfolioandmonitoringoftheriskprofile.

• IncreasingtheBank’smarketshareinthissegment.

• Meetingthetargetsforprofitabilityandrisk-adjustedreturnonequityinthesegment’sbankingactivity.

• Continuedimprovementofthetechnologicalinfrastructuresthatsupporttheprocessesofanalysis,control,and

marketing; development of alternative and complementary products to traditional credit.

Legal Proceedings



Condensed operating results and principal data of the Commercial Segment are set out below:




Construction and

real estate


Construction and real

estate

Total

NIS millions


- From externals 527 431 103 36 1,097

- Inter-segmental (79) (186) (33) (21) (319)

Total 448 245 70 15 778




Total income 563 283 76 17 939

Provisions for credit losses 57 76 (3) - 130



- Inter-segmental 9 1 - - 10

Operating profit before taxes 209 153 51 13 426


Net profit:

Before attribution to non controlling interests 138 100 33 9 280

Attributed to non controlling interests - - (10) (2) (12)

Attributed to shareholders of the Bank 138 100 23 7 268

Return on equity (net profit attributed to shareholders of the Bank as a percentage of average equity)(2) 10.1% 12.6% 10.9% 13.7% 11.1%

Average balance of assets 13,400 7,877 1,998 519 23,794

Average balance of liabilities 11,764 1,974 120 29 13,887

Average balance of risk-adjusted assets 17,358 10,052 2,588 662 30,660

Average balance of mutual funds 1,620 - - - 1,620

Average balance of other assets under management 11 - - - 11

Average balance of securities in custody 9,567 - - - 9,567

Average number of employee positions 485 73 46 7 611

Balance of credit to the public 13,537 8,434 1,890 544 24,405

Balance of deposits from the public 11,491 2,025 109 37 13,662

Spread from credit granting activity 321 164 64 14 563

Spread from deposit taking activity 47 14 (1) - 60

Other 80 67 7 1 155

Total profit from financing activity before provisions for credit losses 448 245 70 15 778

(1) Includes activity in the area of credit cards and the capital market.(2) In activities to which risk-adjusted assets cannot be attributed, return on equity was not calculated.


Condensed operating results and principal data of the Commercial Segment (continued):

For the year ended December 31, 2010*


Banking and financial

services(1)

Construction and

real estate


services(1)

Construction and real

estate

Total

NIS millions


- From externals 752 281 121 26 1,180

- Inter-segmental (331) (94) (53) (14) (492)

Total 421 187 68 12 688




Total income 530 216 74 13 833

Provisions for credit losses 78 19 16 5 118




Operating profit (loss) before taxes 149 150 (23) 3 279

Provision for taxes (tax benefit) on operating profit (loss) 55 53 (3) 2 107

Net profit (loss):

Before attribution to non controlling interests 94 97 (20) 1 172

Attributed to non controlling interests - - 4 (1) 3

Attributed to shareholders of the Bank 94 97 (16) - 175

Return on equity (net profit attributed to shareholders of the Bank as a percentage of average equity)**(2) 7.4% 17.3% (8.2%) - 8.5%

Average balance of assets 12,572 6,564 1,961 463 21,560

Average balance of liabilities 10,790 1,345 115 22 12,272

Average balance of risk-adjusted assets** 15,959 7,122 2,489 502 26,072





Balance of credit to the public 12,852 6,702 1,515 506 21,575

Balance of deposits from the public** 9,659 1,570 169 23 11,421

Spread from credit granting activity 304 140 65 13 522

Spread from deposit taking activity 35 3 (1) - 37

Other 82 44 4 (1) 129

Total profit from financing activity before provisions for credit losses 421 187 68 12 688


** Reclassified.(1) Includes activity in the area of credit cards and the capital market.(2) In activities to which risk-adjusted assets cannot be attributed, return on equity was not calculated.



Net profit attributed to shareholders of the Bank in the Commercial Segment in 2011 totaled NIS 268 million,

compared with NIS 175 million in the previous year. The increase mainly resulted from an increase in profit from

financing activity and a decrease in operating expenses overseas, as noted below.

Net profit of the segment’s activity in Israel in 2011 totaled NIS 238 million, compared with NIS 191 million in the

previous year. The increase resulted from an increase in profit from financing activity and in operating income. This

increase was offset by an increase in provisions for credit losses.

Net profit of the segment's activity overseas in 2011 totaled NIS 30 million, compared with a loss in the amount of

NIS 16 million in the previous year. This change mainly resulted from a decrease in operating expenses attributed to

the Bank's activity in Turkey, as noted below.

Profit from financing activity of the segment in 2011 totaled NIS 778 million, compared with NIS 688 million in the

previous year. The 13.1% increase mainly resulted from an increase in profit from regular financing activity, as a result

of an increase in interest rates in the market, and an increase in the volume of activity.

The segment’s operating income totaled NIS 161 million in 2011, compared with NIS 145 million in the previous

year. The increase mainly resulted from an increase in income from credit handling.


The segment’s operating and other expenses totaled NIS 383 million in 2011, compared with NIS 436 million in the

previous year. The 12.2% decrease resulted from a provision recorded for impairment of goodwill in 2010, in the

amount of NIS 37 million, at Bank Pozitif and its subsidiary in Kazakhstan, which was attributed to overseas activity

in this segment.

Net credit to the public totaled approximately NIS 24.4 billion as at December 31, 2011, compared with approximately

NIS 21.6 billion on December 31, 2010.

Deposits from the public totaled approximately NIS 13.7 billion as at December 31, 2011, compared with



The Corporate SegmentGeneral and Segment Structure

The Corporate Segment specializes in the provision of financial services to large corporations in Israel and abroad,

with the granting of credit constituting the principal area of activity. The Bank’s Corporate Segment mainly operates

through the Corporate Division within the Corporate Area, and through the Bank’s branches in New York and London,

which report to the International Area. The segment also includes activity with foreign banks and financial institutions.

The Corporate Division is divided into four sectors, in each of which Customer Relations Managers (CRMs) specialize

in specific areas. A Credit Management Operations Unit for each sector provides services to all customers in that

sector. Also operating within the Corporate Division is a department specializing in foreign-trade transactions, which

provides services to all customers of the Bank engaged in these activities.

The Corporate Division contains the Credit Control Unit, which includes three departments responsible for analyzing

and assessing credit risks, one for customers of this segment, one for customers of the Commercial Segment, and one

for international clients. The Credit Control Unit also contains a department responsible for financing and monitoring

infrastructure projects; a department that handles debt restructuring, syndication, and risk sales; and a department

responsible for formulating credit policy for the segment's customers in Israel and overseas, and for customers of

the Commercial Segment.

The Corporate Area also contains the Special Credit Division, which coordinates the handling of customers in

financial difficulties in the Corporate and Commercial Segments and endeavors to assist them in restructuring by

providing business support. The Area also handles the collection of debts from customers in financial difficulties when

restructuring is not possible.

Activities

The principal activities in this segment are banking and financial services, and construction and real estate. Services

offered to customers of the segment in the area of "banking and financial services" include financing of routine

operations, financing of investments, financing of infrastructure projects based on the PFI/BOT method, financial

services, foreign trade transactions, and transactions in financial derivatives. In addition, through the branch network,

the segment provides various banking services such as foreign trade, investments, and dealing-room services. The

segment’s activity overseas is conducted through the branches in the US and UK.

The Corporate Segment also provides banking services to customers operating in the construction and real-estate

sector. Among other things, these banking services include financing of construction projects, granting credit to

customers, and issuing various types of guarantees, including guarantees to buyers of homes pursuant to the Sale Law.

The various banking services are also provided to all customers of this segment through the network of branches.

A network of Business Branches was established in response to the business needs of Commercial Segment and

Corporate Segment clients. The network consisted of 21 branches at the end of 2011. During 2012, the establishment

of the Business Branches network will be completed..

For further details regarding "construction and real estate" activity, see the section "Composition and Development

of the Assets and Liabilities of the Bank Group" above.

Legal Proceedings



Legislative Restrictions, Regulations, and Special Constraints Applicable to the Segment

The Bank operates within the framework of laws, regulations, and regulatory directives that apply to the banking

system in Israel, under the authority of entities such as the Supervisor of Banks; the Supervisor of the Capital Market,

Insurance, and Savings at the Ministry of Finance; the Antitrust Commissioner; the Israel Securities Authority, and others.

Set out below is a description of several such directives that have, or had at the time of their publication, material

implications for the segment.

Credit Limit for Certain Customers

Under the Proper Conduct of Banking Business Directives, the following limits apply to volumes of credit:

Transactions with related parties – Proper Conduct of Banking Business Directive No. 312, "Business of a

Banking Corporation with Related Parties," imposes a limit on the Bank, among other matters, according to which

total "debts to the banking corporation," as this term is defined in the aforesaid directive, excluding certain amounts,

for all "related parties" of the Bank, as defined in the directive, shall not exceed a total amount equal to 10% of the

capital of the Bank (as defined in Proper Conduct of Banking Business No. 311). As at the reporting date, the Bank

is in compliance with this limit.

Limits on debt of a borrower and a group of borrowers – Proper Conduct of Banking Business Directive

No. 313, "Limits on Indebtedness of a Borrower and of a Group of Borrowers," was updated by the Bank of Israel

on May 8, 2011. Pursuant to the update, as of December 31, 2011, a limit is imposed on the Bank, among other

matters, under which the rate of "indebtedness" of a "borrower" and of a "group of borrowers," as defined in the

directive, after subtracting permitted amounts as specified in the directive, shall not exceed 15% and 25%, respectively,

of the capital of the Bank, calculated according to Proper Conduct of Banking Business Directive No. 202, "Capital

Components" (for details, see the section "Capital and Capital Adequacy" above). The directive further states that

the total indebtedness (after subtracting the permitted amounts) of the borrowers, borrower groups, and banking

borrower groups, each of whose indebtedness exceeds 10% of the capital of the Bank, shall not exceed 120% of the

capital of the Bank. A transitional period was established, beginning December 31, 2011, during which this indebtedness

shall not exceed 135%, with a decrease of 3.75% each quarter, until the end of 2012. The limit referring to the six

largest borrowers and borrower groups has been cancelled. It is hereby clarified that for the purpose of calculation

of the indebtedness, principles were adopted with regard to credit conversion coefficients and permitted deductions

in accordance with Proper Conduct of Banking Business Directive No. 203, "Capital Measurement and Adequacy –

The Standard Approach – Credit Risk." As at the reporting date, there is one group of borrowers with a rate of

indebtedness to the Bank exceeding 25%. The Bank applied to the Supervisor of Banks and received approval for the

exceptional indebtedness of this group of borrowers to be reduced, at equal rates, over eight quarters, beginning

December 31, 2011. The Bank has no deviations from the other limits.

Financing the acquisition of means of control – Proper Conduct of Banking Business No. 323, "Financing of the

Acquisition of Means of Control of Corporations," limits the balance of credit extended for the acquisition of means

of control of corporations, in cases in which the rate of financing for the acquisition of the means of control of the

corporation is greater than 50% of the cost of the acquisition, to 70% of the capital of the banking corporation. The

directive also sets a limit on the rate of financing for the acquisition of means of control of other banking corporations.

As at the reporting date, the Bank is in compliance with this limit.


Sectoral limit – Proper Conduct of Banking Business Directive No. 315, "Supplementary Provision for Doubtful

Debts," states, among other matters, that when the total indebtedness ("indebtedness" as defined in the directive,

after subtracting the amounts permitted in the directive) of a particular sector to the banking corporation exceeds

20% of the total indebtedness of the public to the banking corporation, the surplus shall be considered exceptional

indebtedness in respect of which the bank must record a provision within the supplementary provision for doubtful

debts, constituting the lower threshold for the group allowance for credit losses. Note that this limit is examined on

a non-consolidated basis. Due to the increase in indebtedness for credit in the construction and real-estate sector,

this sector is reaching a weight of 20% of the total indebtedness of the public to the banking corporation.

In addition to the limits described above, pursuant to the Proper Conduct of Banking Business Directives, the Board

of Directors of the Bank establishes limits, from time to time, on the concentration of credit in certain economic

sectors, as well as limits on the maximum exposure to a single borrower, according to the credit risk of the borrower

based on the internal rating system. As at the reporting date, the Bank is in compliance with this limit.

Type Exemption – Borrower Consortium

On February 28, 2011, the Antitrust Commissioner announced a change in the terms established by her in the

past with regard to consortium arrangements. The current terms for consortium arrangements acceptable to the

Commissioner primarily include the following:

A. The formation of the credit consortium is consented to by the client, in advance and in writing, on a separate

form;

B. The client is given the opportunity to negotiate the terms of the credit with any of the members of the consortium,

including through another person acting on the client’s behalf;

C. When both Bank Hapoalim B.M. and Bank Leumi LeIsrael Ltd. are members of the consortium, the formation

of the consortium shall be permitted only if the aggregate amount of credit which both banks are required to

grant exceeds NIS 300 million. The limit established in this section shall not apply to consortium arrangements

involving the repayment of a debt arising from credit granted by Bank Hapoalim B.M. and Bank Leumi LeIsrael

Ltd. prior to August 18, 2002, to the same person;

D. No information shall be transferred among the parties that is not necessary for the formation of the specific

consortium under discussion. Without prejudice to the foregoing, any such transfer of information shall be

performed in a manner that minimizes any threat of damage to competition between the parties.

E. According to the requirements of the Commissioner, meetings or talks of the participants in the consortium must

be documented, in accordance with the details required in the Commissioner’s letter.

These terms are in effect for a period of two years, until February 28, 2013.


The first half of 2011 was marked by growth of the Israeli economy, including the segment’s customers. Economic

growth cooled in the second half, due to the financial crisis in the Eurozone as well as the effects of the social protests

in Israel. The segment’s customers were affected by the slowdown in the construction and real-estate industry, a

decline in private consumption, and a decrease in exports of goods and services. Appreciation of the dollar and the

other major currencies in the second half of the year moderated the damage to exporters. In light of conditions in

the financial markets, there are numerous risks to continued growth in Israel, primarily influenced by the economic

developments globally and by the geopolitical situation in the region.



The information systems used by the Corporate Segment are designed to assist analysis, control, and marketing

processes. The Corporate Segment continually works to improve and update the technological systems it uses. In

addition, the use of the "Matbea" system has been expanded, with the aim of improving work processes, information

management, and monitoring of segment customers’ activity.


• Correctlyidentifyingcustomers’overallbankingneeds,andsuitablyadaptingbankingproductstotheirbusiness

needs.

• Theabilitytoprovidecomprehensiveservicesuitedtocustomers–tailoringbankingservicesandimproving

service quality (response time, professionalism, etc.), based, among other things, on technological capabilities for

service delivery.

• Abilitytoconductriskmanagementandcontrolinrealtime(primarilycreditrisks)–creditriskisthemost

significant risk factor in the segment’s activity.

• Managementofrisksandmaintenanceofanadequatecontrolsystemareessentialinordertominimizetherisks

inherent in the segment’s activity to the extent possible, and attain adequate profitability in its activity.

• EstablishmentofcreditpoliciesinlinewiththeBank'sriskperceptionandmethodsoffinancingcustomerswhile

monitoring performance.


Activity in the Corporate Segment involves long-term relationships with its customers, including familiarity with their

financial data and the collateral they have provided to the Bank, monitoring and control of the different risks and

exposures, as well as, appropriate capital allocation and compliance with the regulatory restrictions that apply to the

segment. This requires training high-quality, skilled personnel and acquiring a high level of technological capability in

order to cope with the complexity of the segment.


The positive trend in bond issues that began in early 2009, following a freeze in late 2008, continued in the first half of

2011. However, the quantity and volume of issues dropped sharply in the last months of the year. Some clients of the

Corporate Segment use bond issuance or credit from non-bank sources as a partial or full substitute for bank credit.

Customers

For details regarding the manner of assignment of customers to this segment, see the section "General – The Segments

and Customer Assignment Criteria" above.


The Marketing and Strategy Unit within the Corporate Area focuses on marketing banking products and services and

on distribution methods, while ensuring an understanding of customers' needs and matching of financial solutions to

these needs. Within the Corporate Division, the Sales and Business Development Department focuses on support

for CRMs. As a key element of this sales platform, product experts, working closely with the CRMs, are at the disposal

of the segment’s customers, in the areas of the dealing room, investment advising, foreign trade, and more. CRMs are

in continuous contact with the customers served by them in order to respond to their banking needs, market the

Bank's products, and tailor financing solutions to various transactions. In the area of business development, the unit

focuses on the development of new products and services matched to customers' needs. In the area of strategy, the

unit is responsible for the development and management of the business strategy of the Area.


Competition

There is a high level of competition in this area from banking entities (with regard to non-bank financing options, see

above). Competition is reflected in service, prices, financing terms, and rapid response. The Bank Group competes

in this area mainly against the four other major banking groups in Israel, as well as foreign banks with representative

offices in Israel. The Bank's activity through its branches in New York and London is conducted in a highly competitive

environment dominated by global financial institutions.

Human Capital

Set out below are details of the distribution of the average number of employee positions in the segment:

Total positions



2011 2010 2011 2010 2011 2010

In Israel 862 772 285 240 142 129

Abroad 81 72 13 18 34 33

Total 943 844 298 258 176 162

The average number of employee positions in the segment in 2011 was 943, compared with 844 positions in 2010.

The increase in the average number of employee positions mainly resulted from the Business Branches opened in

response to the business needs of clients in the Commercial Segment and the Corporate Segment.

The Bank’s emissaries abroad who manage business units are experts in credit products and hold academic degrees.

In order to comply with the standards dictated by the global market, employees receive training and enrichment in

the areas of their work as well as in the local regulatory requirements. The Bank recruits employees who have the

requisite knowledge in order to enter new areas of activity, in accordance with its strategic plan.

Objectives and Strategy

The Corporate Segment’s business objectives are focused in several areas:

In Israel:

• Provideserviceandrespondtocustomers’needs,whiletailoringnewproductstotheiractivities.

• Prudentlymanagethecreditportfolioandmonitortheriskprofile,includingthroughthesaleofcreditassets.

• StrengthentheBank’sleadershipwiththesegment’scustomers.

• Organizeandleadcomplexfinancingarrangements,includingfinancingofinfrastructureprojectsandcollaboration

with other financers through syndication.

• Meetthetargetsforprofitabilityandrisk-adjustedreturnonequityinthesegment’sbankingactivity.

• Continuetoimprovethetechnologicalinfrastructuresupportinganalysis,control,andmarketingprocesses.

• ProvidefullbankingservicestoIsraelicompaniesandIsraeliinstitutionalinvestorsoperatingabroad.

• Developproductsthatofferalternativesandsupplementstotraditionalcredit.

Overseas:

• ProvidefullbankingservicestoIsraelicompaniesandIsraeliinstitutionalinvestorsoperatingabroad.

• Focusonlocalmiddle-marketclientsandonsupportforIsraelicompaniesorcompanieswithanaffinitytoIsrael

operating overseas.

Legal Proceedings



Condensed operating results and principal data of the Corporate Segment are set out below:




services(1)

Construction and

real estate


Construction and

real estate

Total

NIS millions


- From externals 3,159 1,992 242 128 5,521

- Inter-segmental (1,707) (1,263) (75) (52) (3,097)

Total 1,452 729 167 76 2,424


- From externals 335 31 145 1 512

- Inter-segmental (3) 2 - - (1)

Total income 1,784 762 312 77 2,935

Provisions for credit losses (446) 1,080 (11) 623


- From externals 394 86 236 36 752


Operating profit (loss) before taxes 1,769 (421) 87 41 1,476

Provision for taxes (tax benefit) on operating profit (loss) 612 (145) 33 15 515

Net profit (loss):

Attributed to shareholders of the Bank 1,157 (276) 54 26 961

Return on equity (net profit attributed to shareholders of the Bank as a percentage of average equity)(2) 19.4% (7.6%) 7.0% 8.7% 9.0%

Average balance of assets 55,930 35,842 7,430 2,863 102,065

Average balance of liabilities 53,062 6,563 3,362 31 63,018

Average balance of risk-adjusted assets 75,861 45,737 9,625 3,653 134,876





Balance of credit to the public 57,901 36,068 7,938 2,932 104,839

Balance of deposits from the public 43,058 6,806 2,871 22 52,757

Spread from credit granting activity 943 512 86 54 1,595

Spread from deposit taking activity 77 18 6 3 104

Other 432 199 75 19 725


(1) Includes activity in the area of credit cards and the capital market.(2) In activities to which risk-adjusted assets cannot be attributed, return on equity was not calculated.


Condensed operating results and principal data of the Corporate Segment (continued.):




services(1)

Construction and

real estate


services(1)

Construction and

real estate

Total

NIS millions


- From externals 1,459 991 255 103 2,808

- Inter-segmental 105 (124) (81) (47) (147)

Total 1,564 867 174 56 2,661


- From externals 420 49 159 1 629

- Inter-segmental 2 (2) - - -

Total income 1,986 914 333 57 3,290

Provisions for credit losses 129 304 2 - 435


- From externals 396 86 232 31 745


Operating profit before taxes 1,396 507 99 26 2,028


Net profit:

Attributed to shareholders of the Bank 865 313 64 17 1,259

Return on equity (net profit attributed to shareholders of the Bank as a percentage of average equity)(2)** 16.2% 10.2% 8.8% 6.7% 13.4%

Average balance of assets 50,560 35,932 7,497 2,742 96,731

Average balance of liabilities 49,505 5,493 3,442 54 58,494

Average balance of risk-adjusted assets** 67,561 38,985 9,516 2,975 119,037





Balance of credit to the public 52,043 35,440 6,636 2,641 96,760

Balance of deposits from the public** 43,324 6,373 3,338 26 53,061

Spread from credit granting activity 929 572 114 42 1,657

Spread from deposit taking activity 59 12 3 3 77

Other 576 283 57 11 927


* Restated, due to the retroactive implementation of the directives of the Supervisor of Banks regarding financial reporting on employee benefits. For more information, see Note 1(E)(18) in the Financial Statements.

** Reclassified.(1) Includes activity in the area of credit cards and the capital market.(2) In activities to which risk-adjusted assets cannot be attributed, return on equity was not calculated.



Net profit attributed to shareholders of the Bank in the Corporate Segment in 2011 totaled NIS 961 million, compared

with NIS 1,259 million in the previous year. The decrease in net profit resulted from a decrease in financing profit, an

increase in the provisions for credit losses and a decrease in operating income.

Profit from financing activity totaled NIS 2,424 million in 2011, compared with NIS 2,661 million in the previous year.

The 8.9% decrease resulted from a decrease in the amount of recognizable interest income in respect of impaired

debts, due to the implementation of the Bank of Israel’s directive on the measurement and disclosure of impaired

debts, credit risk, and provisions for credit losses. In accordance with this directive, most collections are recorded as a

reduction of the item of provisions for credit losses, in contrast to the previous reporting method in which they were

recorded as financing income. By contrast, profit from regular financing activity attributed to this segment increased.

Operating and other income in Israel totaled NIS 365 million in 2011, compared with NIS 469 million in the previous

year. The decrease resulted from a decrease in income from credit handling, mainly due to nonrecurring fees for the

organization of syndications recorded in the previous year. Income under this item totaled NIS 112 million in 2011,

compared with NIS 175 million in the previous year. In addition, the decrease derived from a reduction in income

from foreign-trade activity attributed to this segment.

Provisions for credit losses in 2011 totaled NIS 623 million, compared with NIS 435 million in the previous year.

A provision in the amount of NIS 279 million was recorded in 2011 in respect of debts examined on an individual

basis. Provisions for credit losses in respect of debts examined on a group basis amounted to NIS 344 million. Data

on provisions for credit losses in 2011 are not fully comparable to the data for earlier periods.

Operating expenses totaled NIS 836 million in 2011, compared with NIS 827 million in the previous year.

Credit to the public totaled approximately NIS 104.8 billion as at December 31, 2011, compared with approximately

NIS 96.8 billion on December 31, 2010. The 8.3% increase mainly resulted from an increase in corporate credit, mainly

in the industry, real estate, and commerce sectors.

Deposits from the public totaled approximately NIS 52.8 billion as at December 31, 2011, compared with


The balance of off-balance-sheet monetary assets of the customers of the Bank Group attributed to this segment as

at December 31, 2011 totaled approximately NIS 514.0 billion, compared with approximately NIS 546.8 billion on



The Financial Management SegmentGeneral and Structure

The activity of the Bank in the area of the capital market and treasury management is centralized under the Financial

Markets Area. In September 2011, the Board of Management and the Board of Directors of the Bank approved an

organizational change in which responsibility for brokerage activities, securities operation and clearing, services for

financial asset managers, and control over Maof trading was transferred from the Client Assets Area to the Financial

Markets Area. The organizational change was put into practice in January 2012. As a result of this change, the Global

Treasury Area was renamed the Financial Markets Area. For further details, see the section "Capital Market Activity"

below.

The following description refers to the structure of this activity up to the end of 2011:

The activity of this segment includes activity in the banking portfolio and trading activity. Activity in the banking

portfolio primarily includes the management of resources and applications, alongside management of market and

liquidity risks (for details regarding these risks, see the section "Risk Management," below), through the establishment

of internal transfer prices (see below), investment portfolio management, bank deposits, bond issuance, and the

execution of transactions in derivative financial instruments. The segment's activity in the banking portfolio is mostly

conducted through the Asset and Liability Management (ALM) units in Israel and abroad, and through units responsible

for management of the proprietary investment portfolio. The Bank has decided to diversify its asset portfolio and,

in addition to government bonds, include investments in corporate bonds and in shares in the banking portfolio.

Specialized units for the management of the banking investment portfolio have been established for this purpose. These

units are responsible for overseeing and coordinating proprietary activities at the level of the Group. Frameworks and

areas of activity have been established, limits have been set, and committees have been formed to establish policy and

monitor activity. Trading activity and position management are mainly conducted through the dealing rooms, which

offer services for the Bank's customers for the execution of transactions in financial instruments in foreign currency

and in New Israeli Shekels, as well as support for the pricing and development of sophisticated financial products.

Most of the income of the segment derives from exposure management in the banking portfolio and in the trading

portfolio, and from spreads on the dealing rooms' activity with customers. In addition, the segment includes the results

of investments in shares and investments in equity-basis investee companies in calculating its income.

The segment’s business activity (with the exception of investments in equity-basis investee companies; (in this context,

note the under Section 23A of the Banking Law, the Bank is subject to limits on its rate of holding in non-financial

corporations, and on the volume of capital which it is permitted to invest in such corporations)) is centralized

under the authority of the Member of the Board of Management and Head of the Financial Markets Area. Treasury

activities include the Asset and Liability Management Division in Israel, as well as units responsible for asset and liability

management at the Bank's branches overseas. Treasury activity also encompasses the coordination of management

of the financial assets and liabilities of the Bank Group (including foreign subsidiaries) in foreign currency on a global

level. Dealing rooms in Israel and at the Bank's overseas branches also operate within this framework. The Dealing

Room Division in Israel is responsible for coordinating trading activity in foreign currency and derivatives at the

overseas branches.

Trading Activity – Dealing Rooms

The Bank provides comprehensive services to its customers through its dealing rooms, for hedging against risks

involved in fluctuations in exchange rates and interest rates, on one hand, and for investment and profiting from such

fluctuations, on the other hand. The dealing room in Tel Aviv provides customers with services related to the various

financial instruments (spots, forwards, options, exotic options, swaps, and structured products) and various underlying

assets (foreign-currency/foreign-currency and foreign-currency/shekel exchange rates, shekel and foreign currency

interest rates, consumer price index, stock and commodity indices, etc.).


Transactions with the Bank's customers are conducted in accordance with the credit limits allocated to them by the

credit authorities at the Bank, and on the basis of the Bank's internal models that define credit exposures in transactions

executed in the dealing room. Awareness of the activities offered by the dealing room has grown steadily in recent

years, leading to demand for a broader range of products at a higher level of sophistication. In response to these

needs, and in order to preserve the Bank’s standing as a leader and innovator, complex products have been added

to the product range in Israel, including derivatives (which include interest-rate options in shekels), exotic options,

credit derivatives, and sophisticated interest-rate products. In addition, in recent years customers have increasingly

used structured products, which include deposits or bonds whose interest terms are determined according to the

terms of a particular derivative embedded in the debt instrument.

The Bank serves as one of the primary market makers in unlinked government bonds. In early 2011, market making

activity was also expanded to a number of series of CPI-linked government bonds. The dealing room is a market

maker in most of the products in which it has activity; in other words, the Bank acts as a party to the transaction with

the customer, rather than as an intermediary between the customer and a third party.

The Banking Portfolio – Management of Resources and Applications

The Financial Management Segment, through the Asset and Liability Division of the Bank, is responsible for managing

the resources and applications of the Bank, over the range of activities of the various segments. The segment receives

and allocates resources for the use of the various segments and establishes the internal transfer prices for such

resources ("wholesale rates" – for further details, see below). Wholesale prices constitute the basis for the activity of

the various segments with the Bank’s customers and also serve as a means for market and liquidity risk management.

The Bank has varied sources of financing, primarily fixed-term deposits from the public. The deposits are raised from a

very large number of depositors, with no reliance on any single depositor or group of depositors. Most of the Bank’s

resources are raised from the public in Israel, particularly private customers. Resources in unlinked shekels mainly

derive from these customers, though also to some extent from large institutional and business clients. Resources in

linked shekels are raised both from the general public and from institutional clients who invest in deposits with the

Bank and in bonds issued by the Bank Group. In recent years, the importance of shekel resources raised through

issues of bonds, subordinated notes, and capital notes has increased. Resources in foreign currency include deposits of

private customers and business customers in Israel, non-residents, Global Private Banking customers, Israeli companies

abroad, issues of CDs secured by the FDIC in the United States, and issues of bonds abroad (through the subsidiary

Hapoalim International). In addition, as part of market and liquidity risk management, the Financial Markets Area

maintains a bond portfolio, currently mainly consisting of government bonds. As noted, the intention is to diversify

the investments in this portfolio in the future.

These resources are "transferred" from the segment to which the customer belongs to the Financial Management

Segment, and in return, the Financial Management Segment credits the relevant segment at the wholesale interest

rate determined by the ALM Division for that resource, according to the characteristics of the resource (i.e. according

to the duration and linkage segment; for further details regarding the manner of setting the wholesale interest rate,

see below; hereinafter : the "wholesale rate"). The aforesaid resources, as well as resources raised by the segment, as

described above, are allocated by the Financial Management Segment for the use of the various segments. In return, the

segment is debited at the wholesale rate (according to the linkage segment and duration of usage) determined by the

ALM Division, which is paid to the Financial Management Segment. Note that in certain cases the ALM Division sets

a different wholesale rate for resources and applications with identical characteristics (duration and linkage segment)

in order to price specific market risks and conditions for raising resources in the markets.

Wholesale rates are set by the ALM Division, and reported and discussed routinely on a weekly basis by the ALM

Committee. In addition to routine discussion and analysis by ALM Division committees, the Board of Management

and Board of Directors of the Bank receive a report on this matter each quarter.


Wholesale rates are set taking the following factors into consideration, among other matters: market prices of

comparable resources (by linkage segment and duration); cost of raising the capital (in setting long-term wholesale

rates); government bond yields; yields of bonds of the Bank and of similar banking corporations; the Bank of Israel

interest rate; and macro-economic data. In addition, ALM committees examine information concerning principal

and interest flows (gap reports) of the Bank by dates of interest-rate changes and by maturity dates; interest-rate

exposures of the Bank (sensitivity, income value); overall VaR of the Bank; expected transactions; daily balances and

performance; and more. The committees also discuss limits and the desired position, in line with the Bank’s policy.

The wholesale rate is set in a uniform manner according to duration and linkage segment for all transactions executed

at the Bank. In other words, the rate is not set for a specific resource or application, other than in exceptional cases

in which a specific cost is established for a particular transaction (mainly for large-scale transactions). The wholesale

interest rate is used, among other things, as one of the important tools for asset and liability management in the

banking portfolio.

In order to improve analysis, planning, and management capabilities of the Bank’s assets and liabilities, the Bank uses an

automated ALM system. Analysis performed on this system is based on the capture of data on financial transactions

at the Bank and processing that provides users with the ability to perform broad and in-depth analysis of the market

risks in the Bank’s balance sheet, especially interest-rate risk and liquidity risk.


The Financial Management Segment is technology-intensive. Accordingly, technological changes influencing the segment

occur routinely. In recent years, several such processes may be noted, such as the widespread distribution of financial

information in real time and the ability to execute transactions instantly, regardless of geographical location.

The principal investments carried out by the segment are in information systems. In recent years, the principal

investment has been in two main areas: projects aimed at advanced management in the dealing room, and the asset

and liability management project (see above).


The most important success factor in the area of financial management is the quality of human resources; employees in

this area must have excellent professional knowledge and analytical skills. Another critical success factor is high-quality

computerized systems, both in the area of transaction execution and in the area of information and analytics. Financial

management interacts extensively with most of the areas of the Bank’s business activity. Naturally, therefore, the success

of this activity depends on the level of inter-segmental cooperation within the Bank.


The main entry barriers in the Financial Management Segment stem from the need for large investments in information

systems and the ability to recruit high-quality professional personnel.

In addition, the ability to provide services to large-scale customers is also derived from the Bank’s relative size and

its ability to supply liquidity in the various areas of activity. Accordingly, size is an advantage in certain areas of activity

and in certain types of transactions.


In recent years, Israel’s financial markets have grown progressively more sophisticated. This is particularly notable in

the broader range of products available to investors and market players. Various types of tradable instruments as well

as derivative instruments are becoming more accessible. Examples of these instruments include index certificates,

structured deposits, exotic options, and more. Naturally, alongside the expanded opportunity inherent in a larger,

more advanced product range, these instruments also serve as alternatives to existing products and services.


Competition

Intense, extensive competition exists in all areas of dealing-room activity. The principal competitors are the four major

banking groups in Israel, and in recent years also foreign banks, as well as other financial companies specializing in

this area.

Customers

The segment provides diverse services to all customers of the other segments at the Bank, both through the Bank’s

branches and CRMs, and through direct contact with large customers. The dealing room conducts marketing activity

with foreign financial institutions, which has led to substantial expansion of the volume of activity with these customers

(in the range of products for which the Bank serves as a market maker).

Human Capital

The following are details of the distribution of employee positions in the segment:

2011 2010

Total employee positions 803 818

Of which: positions charged to the segment 108 98

Of which: direct managerial positions 318 319

The average number of employee positions in this segment was 803 in 2011, compared with 818 positions in 2010.

The decrease in the number of positions mainly resulted from a decrease in direct positions attributed to this segment

due to a reduction of manpower at Bank Pozitif in Turkey, in accordance with the strategic policy of the Bank.

The Financial Management Segment is oriented towards professional personnel. Accordingly, there is considerable

competition for the services of high-quality employees, from local banks, foreign banks, other financial entities, and

business concerns. This is particularly apparent in the area of dealing rooms. The Bank has therefore formulated a

unique employment and compensation model for profit centers in the Financial Markets Area, which ensures suitable

compensation for their achievements.


During the routine course of business, the Bank, and within it the Financial Management Segment, maintain extensive

ties with the world’s leading financial institutions. Business relations between the Bank and these entities in the different

capital markets are based, among other things, on standard international arrangements, such as: framework agreements

supporting the activity of dealing rooms, special agreements to minimize credit risks aimed at limiting credit risk in

derivatives (credit support annex), or activity via an international clearinghouse (CLS) to minimize clearing risks in

foreign-currency swap transactions.


The segment’s key objectives are the development of financial activity in the local and international markets, as well

as continued growth of local activity. The strategic plan for 2012 includes work plans, infrastructures, and quantitative

objectives. The plan is based on expanding the range of products, enlarging the customer base, and developing global

activity, both in the area of trading and in the area of brokerage.

The strategic plan is based on estimates and reflects the Bank’s current viewpoint; it therefore constitutes

forward-looking information. There is a possibility that the plan may not materialize, or may not materialize in full.


Condensed operating results and principal data of the Financial Management Segment are set out below:


2011 2010*

NIS millions


- From externals 322 (3,146)

- Inter-segmental (8) 3,542

Total 314 396


- From externals 78 72

Total income 392 468


- From externals 435 494

Operating loss before taxes (43) (26)

Tax benefit on operating loss (118) (13)

Operating profit (loss) after taxes 75 (13)

The Bank's share in profits (losses) of equity-basis investees, after taxes (5) 3

Net operating profit (loss):

Before attribution to noncontrolling interests 70 (10)

Attributed to noncontrolling interests 48 4

Attributed to shareholders of the Bank 118 (6)



Profit of the Financial Management Segment in 2011 totaled NIS 118 million, compared with a loss in the amount

of NIS 6 million in the previous year.

Profit from financing activity in the Financial Management Segment totaled NIS 314 million in 2011, compared with

profit in the amount of NIS 396 million in the previous year. The decrease mainly resulted from a decrease in income

from bonds; financing expenses resulting from hedging of investments overseas, versus income in the previous year;

and a decrease in income from the dealing room. This decrease was offset by income from adjustments to fair value

of derivative instruments, versus expenses in 2010.

Operating and other income totaled NIS 78 million in 2011, compared with NIS 72 million in the previous year. The

increase resulted from an increase in profit from investments in shares attributed to this segment.

The tax benefit in 2011 mainly resulted from the effect of the change in exchange rates on recorded investments in

consolidated companies overseas not included in the tax base.

This effect offsets the decrease in profit from financing activity resulting from financing expenses with respect to

hedging of investments overseas, as mentioned above.


Others and Adjustments This section includes all other activities of the Bank Group, each of which does not form a reportable segment under

the Supervisor of Banks’ directives. These activities mainly include investment banking, services for financial asset

managers, trust activity, capital market activity not attributed to the banking segments, and activity in credit cards

guaranteed by other banks. This segment also includes income from computer services for companies consolidated

in the past. In addition, adjustments of intersegmental activities are allocated to this section.

Net profit attributed to shareholders of the Bank in this section totaled NIS 327 million in 2011, compared with

NIS 112 million in the previous year. The increase in profit mainly resulted from a tax benefit not attributed to other

segments, due to an increase in the balance of deferred taxes as a result of the change in tax rates as of 2012, as well

as the cancellation of provisions for taxes following income-tax assessments. This increase was offset by a decrease

in income due to the cessation of computer services.

Profit from credit cards in respect of the activity of customers of banks outside the Group and from incoming tourism

totaled NIS 26 million in 2011, similar to 2010.

Due to the cessation of computer services rendered to banks that were formerly part of the Bank Group, income

from these services decreased, from NIS 91 million in 2010 to NIS 42 million in 2011.

The loss from capital-market activity not assigned to the banking segments totaled NIS 26 million in 2011, compared

with profit of NIS 7 million in 2010. The loss for the year resulted from recorded expenses in respect of client

damages assigned to this segment, as well as a decrease in income from management and data operation services

for provident funds.

Profit from extraordinary transactions attributed to this section totaled approximately NIS 5 million in 2011, compared

with approximately NIS 16 million in 2010.

Credit to customers of other banks, which are not part of the Bank Group and with which the Isracard Group

has entered into an arrangement, as at December 31, 2011, totaled approximately NIS 4.1 billion, compared with


Additional Information Concerning Activity in Certain Products Credit Cards

General

The Bank Group’s principal activities in the area of credit cards are conducted through companies operating in the

area of means of payment under a single managerial and operational umbrella, referred to hereinafter as the "Isracard

Group." The core activity of the Isracard Group is the issuance and clearing of Isracard credit cards, a private brand

under its ownership, as well as of MasterCard, Visa, and American Express cards under licensing agreements.

Credit Card Issuance

The Isracard Group issues credit cards to customers of banks that have entered into arrangements with the Isracard

Group, including the Bank, Mizrahi Tefahot Bank, First International Bank, Bank Yahav, Bank Otsar Hahayal, Bank Massad,

Bank Poaley Agudat Israel Ltd., Bank of Jerusalem Ltd., and Union Bank Ltd. The Isracard Group also issues cards

directly to customers ("non-bank cards"), primarily members of various consumer clubs and groups with which the

Isracard Group has contracted.

Customers of the Isracard Group in the area of issuance are private customers, employees of corporations, and

corporations (as well as corporate purchasing, including B2B – Business to Business payments).

As part of its issuance activity, the Isracard Group issues and operates a range of additional products and services, such

as cards providing revolving credit, fuel cards and fuel devices, gift cards, and gift certificates. In addition, the Isracard

Group grants general-purpose credit and loans based on credit facilities of credit cards.


In addition to the Bank Group, two credit-card companies controlled by banks currently operate in Israel in the

area of issuance: Cartisei Ashrai LeIsrael Ltd. (hereinafter : "CAL"), controlled by Discount Bank, and Leumi Card Ltd.

(hereinafter : "Leumi Card"), controlled by Bank Leumi.

The number of cards issued by the Isracard Group as at December 31, 2011 is 3.4 million, compared with 3.2 million

cards as at December 31, 2010.

In 2011, the volume of activity in Isracard Group cards reached NIS 96.9 billion, compared with NIS 89.9 billion in

the same period last year.

Credit Card Clearing

In agreements signed for the purpose of providing clearing services, the clearing credit-card company undertakes

a commitment to the merchant, subject to fulfillment of the terms of the agreement, to settle the debits to the

merchant undertaken by holders of the cards which it clears when purchasing goods or services from the merchant.

The Isracard Group also offers merchants a range of additional financial services, such as loans, advances (advancement

of payments in respect of transactions executed), and marketing and operational services.

Customers of the Isracard Group in the area of credit-card clearing are numerous diverse merchants that have

entered into agreements with it, including various government agencies, as well as companies that provide discounting

services to merchants.

The credit-card clearing sector is characterized by a very high level of competition, due to factors including the

operation as of June 2007 of the local interface for cross-clearing of transactions in MasterCard and Visa credit

cards (subsequent to which CAL and Leumi Card began to clear MasterCard cards, and the Isracard Group began

to clear Visa cards), which led to a reduction in fees and an escalation in competition. As at the date of the financial

statements, the Isracard Group is the only clearer of transactions in Isracard cards, a private brand under its ownership,

and in American Express cards. In April 2010, the Isracard Group signed an agreement extending the contractual

engagement between the companies by a period of seven additional years, until March 31, 2017. Competition in the

area of clearing is focused on recruiting new merchants for clearing agreements and retaining existing merchants

as customers in the area of clearing. Another aspect of this competition is reflected in the development of financial

and operational products and services for merchants, to increase the volume of transactions and/or the amounts of

transactions executed with each merchant.

In addition to the Bank Group, the two credit-card companies controlled by banks listed above operate in the area

of clearing in Israel.

Additional Activities

In addition to activities related to the issuance and clearing of credit cards, as described above, the Isracard Group has

the following additional activities: check settlement guaranteeing and check discounting; granting of consumer credit

other than through credit cards; direct sales-slip discounting; and factoring (receivables discounting).

Contribution of Income from Credit Cards

The contribution of income from credit cards to income from fees, included within operating income (before

deducting related expenses), totaled NIS 1,549 million in 2011, compared with NIS 1,461 million in 2010, an increase

of approximately 6.0%, which mainly resulted from an increase in the volume of activity in Israel and in outgoing and

incoming tourism.

Legal Proceedings

For details regarding various regulatory issues, see Note 19C to the Financial Statements.

For details regarding claims pending against Isracard, see Note 19D to the Financial Statements.


Set out below is the distribution of the results of operations and principal data on credit cards, by segment of activity:


Households Segment

Private Banking

Segment

Small Business Segment

Commercial Segment

Corporate Segment

Incoming tourism and

others

Total

NIS millions


- From externals 102 18 57 17 - 11 205

Operating and other income: 562 318 111 12 9 537 1,549

Provisions for credit losses (30) (18) (5) - - - (53)

Operating and other expenses: 469 232 79 8 4 495 1,287

Operating profit before taxes 165 86 84 21 5 53 414

Provision for taxes on operating profit 57 30 29 7 2 18 143

Net profit:

Before attribution to non controlling interests 108 56 55 14 3 35 271

Attributed to non controlling interests (3) (1) - - - - (4)

Attributed to shareholders of the Bank 105 55 55 14 3 35 267

Average balances:

Average balance of assets 5,754 3,243 1,151 209 105 4,028 14,490

Average balance of liabilities - - 2,132 1,999 9,195 215 13,541

Average balance of risk-adjusted assets 5,416 3,053 1,397 135 72 - 10,073

Average number of employee positions 851 382 128 12 8 592 1,973


Households Segment

Private Banking

Segment


Commercial Segment

Corporate Segment

Incoming tourism and

others

Total

NIS millions


- From externals 87 20 38 11 - 6 162

Operating and other income: 518 293 103 11 8 528 1,461

Provisions for credit losses (23) (13) (4) - - - (40)

Operating and other expenses: 426 210 70 7 3 484 1,200

Operating profit before taxes 156 90 67 15 5 50 383

Provision for taxes on operating profit 60 34 26 6 2 19 147

Net profit:

Before attribution to no ncontrolling interests 96 56 41 9 3 31 236

Attributed to noncontrolling interests (3) (2) - - - - (5)

Attributed to shareholders of the Bank 93 54 41 9 3 31 231

Average balances:

Average balance of assets 5,164 2,911 1,033 188 94 3,909 13,299

Average balance of liabilities - - 1,931 1,810 8,328 158 12,227

Average balance of risk-adjusted assets 5,013 2,826 1,227 190 90 - 9,346

Average number of employee positions 868 394 133 12 7 611 2,025



Capital Market Activity

General

The Bank Group’s capital-market activity includes a range of financial activities and services in various areas: executing

trading transactions in securities and financial assets, including in "Maof" (the Bank and a wholly-owned subsidiary

are members of the Tel Aviv Stock Exchange and the TASE Clearing House). The Bank is also a member of the Maof

Clearing House (for details regarding a lien placed on the assets of the Bank as a condition of its membership in

various clearing houses, see Note 14 to the Financial Statements) and in foreign securities (the Bank is a member of

the Euroclear clearing house); custody services in securities; research and consulting services for customers on the

capital market; provision of services to financial-asset managers; management of investment portfolios in securities

and financial assets for private customers, corporations, non-profit organizations, and institutions; and trust services

(an equity-basis investee of the Bank also engages in underwriting). Some of the aforesaid financial activities and

services are performed directly by the Bank, while others are performed by subsidiaries, each of which specializes

and engages in a specified field.

The Bachar Reform

In 2005, the Knesset enacted three laws that set forth material structural changes in the capital market and in banking

activity, known as the Bachar Reform. Under these laws, the Bank was prohibited from managing provident funds and

joint investment trust funds, and was required to sell its full holdings in such funds within timeframes stipulated in

the legislation. In addition, as a condition for receiving a pension-advising license, the Bank was required to reduce its

holdings in Clal Insurance, which controls an insurer, to 10% or less of any type of means of control.

Sale of Provident Funds, Study Funds, Severance-Pay Funds, and Paid Sick-Leave Funds

In 2007 and 2008, the Bank Group completed the sale of all management rights of provident funds under its ownership.

The Bank is a guarantor towards some of the members of the provident funds formerly under its management for

the payment at the entitlement date of at least the nominal amount of the proceeds of the fund in the member's

account, net of certain amounts. For further details, including details concerning arrangements between the Bank

and the buyers of the management rights concerning the aforesaid guarantees of the Bank, see Note 19(C)(4) to

the Financial Statements.

Pension Advising

In January 2009, the Supervisor of the Capital Markets, Insurance, and Savings at the Ministry of Finance (the

"Supervisor") consented to the Bank’s request and granted the Bank a pension advisor’s license, under certain

restrictions, which were lifted in March 2009. Upon receiving its pension advisor's license, the Bank began to provide

pension-advising services. In the first stage, this service was provided only at certain branches and only to some

customers. The number and geographical distribution of the branches offering pension-advising services through

trained pension advisors is planned to expand gradually. To date, the Bank has signed distribution agreements with

approximately 25 management companies of provident funds and pension funds.

Despite the aforementioned preparations by the Bank, difficulties have arisen in the provision of pension-advising

services to customers, as a result of the absence of regularization of the relationships between the parties operating in

the market (advisors, institutional entities offering products, and employers) with regard to the transfer of information

from these entities to pension advisors in a routine and efficient manner. Another difficulty on the operational

level concerns the settlement of monetary transactions between the aforesaid parties, due to the lack of a central

settlement system for these transactions.


In March 2011, the Supervision of Financial Services Law (Engaging in Pension Advising and Pension Marketing), 2005

(the "Advising Law") was amended to include a section concerning the operation of a central pension clearing system

(the "Pension Clearing House"). Pursuant to the Advising Law, the operation of a Pension Clearing House will be

contingent upon a license from the Supervisor, and will be subject to supervision by the Supervisor. Users of the

Pension Clearing House, including the Bank, will not be permitted to hold more than one-seventh of a particular type

of means of control of the Pension Clearing House. In July 2011, the Supervisor announced that he was dissatisfied

with the work and pace of progress of the company established by the institutional entities and the distributors to

establish the Pension Clearing House, and published a tender for the selection of a company to establish the Pension

Clearing House. A winner has not yet been chosen in this tender. As at the date of preparation of this report, it is

not possible to estimate when the Pension Clearing House may commence operations or what its contribution will

be to the banks in their capacity as pension advisors.

Another obstacle to the delivery of pension-advising services to customers concerns the distribution of insurance

products. As at the date of preparation of this report, regulations have not yet been enacted to establish the rate

of the distribution fees to be received by banks for the distribution of insurance products. Distribution agreements

have not been signed between the Bank and the insurance companies, and arrangements have not been established,

including concerning the transfer of information and the services required in order to provide pension advice on

insurance products. There are problems with the examination and identification of insurance products, due to the

wide variety of types of insurance plans in the various years, the lack of a fixed parameter for ratings of the various

products, and a lack of standardization that would make it possible to compare the different products and match the

product to the customer. All of these factors may lead to delays in the Bank’s readiness and ability to provide pension

advice regarding insurance products.

In November 2010, the Capital Markets, Insurance, and Savings Division of the Ministry of Finance announced a plan

aimed at increasing competition in the pension-savings market. The plan was published in a presentation and a press

release. Drafts, circulars, and regulations regarding the implementation of the plan were released in late 2011. The

plan includes the following elements, among others:

• Establishmentofauniformdistributionfeeforpensionadvisorsinrespectofpension-savingproducts.The

maximum distribution fee to a bank for advisory services on pension-saving products, with the exception of study

funds, will be just 0.2% of accrual and 2% of routine deposits. This replaces the current version of the distribution

fee regulations, in which the maximum rate is 0.25% of accrual, as detailed therein. The Bank’s fee for advising on

study funds will remain at the previous level of 0.25% of accrual.

• Distributionfeeswillbepaidonlytothelastdistributorappointedbythecustomer.Evenifthelastdistributoris

an insurance agent or pension marketer, the advising bank will be denied the distribution fee owed to it in respect

of the advisory services, starting on the transition date. For customers granted a discount on management fees

by the institutional entity, the Bank’s fee will be reduced to 40% of the management fee.

Because the implementation of the plan largely depends on legislative processes and on the enactment of regulations,

at this stage it is not possible to estimate when the plan may be implemented, whether it will be implemented in full,

or what its impact will be on the Bank in its capacity as a pension advisor.

Set out below is a description of the principal services provided by the Bank Group within its capital-market activity,

and of some of the companies in the Bank Group that operate in this area:


Distribution of Study Funds, Provident Funds, and Pension Funds

The Bank has entered into agreements with management companies of study funds, provident funds, and pension

funds regarding the distribution of study funds, provident funds, and pension funds to its customers. The Bank is entitled

to collect distribution fees for the distribution of the funds, as stipulated in the regulations.

Distribution of Mutual Funds

The Bank has reached agreements with the decisive majority of mutual-fund managers in Israel with regard to the

distribution of mutual-fund units to its customers. The Bank is entitled to collect distribution fees from the fund

managers in respect of this activity, as stipulated in the regulations.

Poalim Sahar Ltd.

Poalim Sahar Ltd. (hereinafter : "Poalim Sahar"), a wholly owned subsidiary of the Bank, is a member of the TASE and

of the TASE Clearing House. The company specializes in services for institutional entities: new and established pension

funds, bank provident funds, segmental provident funds, study funds, insurance companies, and public companies and

entities. The company provides brokerage services to customers in Israel and abroad, as well as research services,

custody services, and other related services, including operational services. For further details, see the section "Principal

Subsidiary and Affiliated Companies," below.

Peilim Portfolio Management Company Ltd.

Peilim Portfolio Management Company Ltd., a wholly owned subsidiary of the Bank, manages investment portfolios

for private customers, business organizations, non-profit entities, and others. Investments are managed for local and

foreign customers in the Israeli capital market and in capital markets worldwide.

As at December 31, 2011, the company manages portfolios at a monetary value of NIS 10.0 billion, compared with

NIS 10.1 billion at the end of 2010.

Services for Financial Asset Managers

The Financial Asset Manager Services Division encompasses activities related to the provision of various services

to financial-asset managers: provident-fund managers, study funds and pension funds, mutual-fund managers, and

investment-portfolio managers.

The activity of the division encompasses the operation of the financial assets noted above and the provision of

banking services to entities that manage these assets. Services include asset revaluation, production of control reports,

production of reports to government agencies, bookkeeping, management of accounts and rights of provident-fund

members, calculation of daily and monthly returns of provident funds, and calculation of daily rates in mutual funds.

The Bank has signed agreements for the provision of operational services in the area of provident funds to

provident-fund management companies, some incidental to the sale of provident funds formerly owned by the

Bank. In the area of mutual funds, service agreements have been signed with mutual-fund management companies.

At the end of 2011, the volume of assets of provident funds, study funds, and pension funds for which the Bank

supplies operational services totaled approximately NIS 76.8 billion. The value of the assets of mutual funds for which

the division provides services related to account management, at various volumes, totaled NIS 37.2 billion. Starting

in 2012, this activity will be conducted under the Financial Markets Area.


Organizational Change in the Client Asset Area and the GT Area and Establishment of the Financial

Markets Area

In September 2011, the Board of Management and Board of Directors of the Bank approved an organizational

change in which responsibility for brokerage activities, operation and clearing of securities, control over Maof trading,

and services for financial-asset managers was transferred from the Client Asset Area to the Global Treasury Area.

The goal of the organizational change is to solidify the Bank’s leadership in the area of financial-market activity and

to offer Bank customers an advanced, efficient, professional service package for trading in the full range of financial

instruments, under one roof. The organizational change was implemented in January 2012. As a result of the change,

the Global Treasury Area was renamed the Financial Markets Area.

The Dealing Rooms and Brokerage Division, established within the new Area, includes the dealing room for currencies,

interest rates, and commodities and the dealing rooms for Israeli and foreign securities. The Financial Markets

Operational Services Division was established to oversee operations and clearing for all activities of the dealing

rooms as well as operations and clearing activity in securities of the Bank and its customers, and to provide services

to financial-asset managers. In addition, a central system was established for risk analysis and risk control in the activity

of the Bank and its customers in the financial markets.


Set out below is the distribution of results of operations and principal data in the capital market, by segments of activity:


Households Segment

Private Banking

Segment


Commercial Segment

Corporate Segment

Others Total

NIS millions

Profit from financing activity before provisions for credit losses: 6 22 3 - 28 - 59


- From externals 53 805 49 20 290 86 1,303

- Intersegmental (15) (173) (15) (6) (30) 239 -

Total income 44 654 37 14 288 325 1,362

Operating and other expenses 65 524 38 1 195 364 1,187

Operating profit (loss) before taxes (21) 130 (1) 13 93 (39) 175

Provision for taxes (tax benefit)on operating profit (loss) (7) 45 - 4 36 (13) 65

Net profit (loss):

Attributed to shareholders of the Bank (14) 85 (1) 9 57 (26) 110

Average balances

Average balance of assets of provident funds and mutual funds 2,403 32,071 2,878 1,620 3,661 82,109 124,742

Average balance of other assets under management - 1,369 19 11 29 - 1,428

Average balance of securities in custody 3,033 102,351 8,790 9,567 526,117 - 649,858


Households Segment

Private Banking

Segment


Commercial Segment

Corporate Segment

Others Total

NIS millions

Profit from financing activity before provisions for credit losses: 4 20 3 - 37 - 64


- From externals 71 875 58 19 316 116 1,455

- Intersegmental (17) (183) (16) (6) (32) 254 -

Total income 58 712 45 13 321 370 1,519

Operating and other expenses 66 526 40 1 206 358 1,197

Operating profit (loss) before taxes (8) 186 5 12 115 12 322

Provision for taxes (tax benefit) on operating profit (loss) (3) 72 2 5 43 5 124

Net profit (loss):

Attributed to shareholders of the Bank (5) 114 3 7 72 7 198

Average balances:

Average balance of assets of provident funds and mutual funds 2,736 32,709 2,796 1,221 4,489 81,813 125,764

Average balance of other assets under management - 1,206 19 15 41 - 1,281

Average balance of securities in custody 3,178 100,862 8,174 7,898 509,168 - 629,280



Principal Subsidiary and Affiliated CompaniesGeneral

The Bank Group operates through banking and non-banking subsidiary companies in Israel and abroad. The non-banking

subsidiaries operate in the fields of finance, marketing and operation of credit-card systems, trust activity, issuance and

financing, and investment banking services.

The contribution of subsidiary and affiliated companies to the Bank’s results of operations in 2011, excluding

exchange-rate differences of the subsidiaries overseas, totaled NIS 583 million, compared with NIS 561 million in 2010.

The Bank’s investment in subsidiary and affiliated companies totaled NIS 15.0 billion as at December 31, 2011,

compared with NIS 14.8 billion at the end of 2010.

Subsidiaries in Israel

The principal companies are reviewed below:

The Isracard Group

The Group includes the following companies: Isracard Ltd., Poalim Express Ltd., Aminit Ltd., Europay (Eurocard) Israel

Ltd., Isracard Mimun Ltd., Isracard (Nechasim) 1994 Ltd., Tzameret Mimunim Ltd., and Global Factoring Ltd. These

companies constitute the Bank's credit-card business. The core activity of the Isracard Group is issuance, clearing,

and financing in Isracard credit cards, a private brand under its ownership, as well as MasterCard, Visa, and American

Express credit cards under licensing agreements. The Group also has activities in the following areas: granting consumer

credit other than through credit cards, check payment guarantees and check discounting, direct sales slip discounting,

and factoring (receivables discounting).

Net profit of the Isracard Group totaled NIS 231 million in 2011, compared with NIS 208 million in 2010, an increase

of 11.1%.

The contribution of the Isracard Group to the Bank's operating results after taxes amounted to NIS 236 million in

2011, compared with NIS 186 million in 2010.

The Bank’s investment in the Isracard Group totaled NIS 1,636 million on December 31, 2011, compared with

NIS 1,414 million at the end of 2010.

For details regarding various regulatory issues, see Note 19C to the Financial Statements.

For details regarding claims pending against Isracard, see Note 19D to the Financial Statements.

Poalim Capital Markets – Investment House Ltd.

Poalim Capital Markets Ltd. (hereinafter : "Poalim Capital Markets") operates in two main areas: investment-banking

activity in Israel and abroad; and investments in private-equity funds and direct investments, including technology

sector investment funds.

In the area of investment banking, Poalim Capital Markets provides a range of services, including financial and strategic

consulting for mergers and acquisitions in Israel and abroad, consulting for privatization processes and for public and

private issues abroad, and guidance of companies in Israel and abroad in investments of various kinds. The Poalim

Capital Markets Group also provides, through its equity-basis investee (19.97%) Poalim I.B.I., consulting, underwriting,

and management services for public issues in Israel and capital raising through private issues.

In the area of investment in private-equity funds and direct investments, Poalim Capital Markets invests in funds

operating in various sectors, including venture capital, alternative energy, and others; invests in management corporations

of private-equity funds; and provides services to these corporations. In addition, Poalim Capital Markets continues to

manage venture-capital funds, in accordance with a permit from the Bank of Israel.

The contribution of Poalim Capital Markets to the results of operations of the Bank in 2011 amounted to NIS 42 million,

compared with a contribution in the amount of NIS 30 million in 2010.

The Bank's investment in Poalim Capital Markets totaled NIS 673 million on December 31, 2011, compared with

NIS 629 million at the end of 2010.


Poalim Sahar Ltd.

Poalim Sahar Ltd. (hereinafter : "Poalim Sahar"), a wholly owned subsidiary of the Bank, is a member of the TASE and

of the TASE Clearing House. The company specializes in services for institutional entities: new and established pension

funds, bank provident funds, segmental provident funds, study funds, insurance companies, and public companies and

entities. The company provides brokerage services to customers in Israel and abroad, as well as research services,

custody services, and other related services, including operational services.

The net profit of Poalim Sahar and its contribution to the operating results of the Bank totaled NIS 30 million in 2011,

compared with NIS 32 million in 2010.

The Bank’s investment in Poalim Sahar totaled NIS 257 million on December 31, 2011, compared with NIS 227 million

at the end of 2010.

Activity of the Bank Group Abroad General

The international activity of the Bank Group is conducted through banking subsidiaries, financial companies, and the

Bank's branches and representative offices abroad. The Bank's activity overseas is focused on the private-banking and

corporate sectors. The Bank also has activities in the households and commercial sectors in Turkey and Kazakhstan.

Within its international activity, the Bank maintains relationships with over 2,400 correspondent banks around the

world. Its activity with these correspondent banks includes trading through dealing rooms, cooperation in foreign

trade and international trade financing, project financing, clearing of payments, and capital-market services (see the

section "Credit Exposure to Foreign Financial Institutions").

In its Global Private Banking business, the Bank provides high-net-worth customers abroad with advanced professional

services and products, including investment products and global asset management. Activity in the corporate segment

abroad includes credit granting to local and foreign borrowers, mainly through participation in credit organized by

leading banks overseas; credit granting to borrowers with an affinity to Israel; and investments in bonds. Activity in

the households and commercial segments in emerging markets is focused on the activity of Bank Pozitif in Turkey

and Bank Pozitiv in Kazakhstan.

The Bank's strategy is currently targeted to the development and expansion of its international activity, in the area of

Global Private Banking and in the business activities of its London and New York branches. The Bank aims to continue

to expand its service offering and improve its capabilities in products, marketing, and customer service.

Legislative Restrictions, Regulation, and Special Constraints Applicable to International Activity

The following is a brief description of the main limits applicable to international activity.

Regulatory Supervision Abroad

In addition to the rules and limits imposed by the Bank of Israel on the international activity of the Bank Group,

pursuant to legislation and procedures as well as the provisions of permits granted by the Bank of Israel for the

acquisition of subsidiaries and/or opening of branches abroad, the activity of the international sector in the various

countries is subject to regulatory supervision by various government agencies in the relevant countries, which includes

requirements concerning capital, holdings of liquid assets, etc.


Regulatory Supervision – Miami Branch

An agreement (called a "Written Agreement") between the Bank and the Miami branch of the Bank, on one side, and

the Federal Reserve of New York, the Federal Reserve of Atlanta, and the Office of Financial Regulation of the State of

Florida (hereinafter: the "US Regulatory Agencies"), on the other side, took effect on July 8, 2009. A Written Agreement

is a formal enforcement procedure available to the US Regulatory Agencies, which has been used more extensively

since the outbreak of the economic crisis in 2008. The agreement signed essentially concerns the reinforcement of

the compliance, risk management, and audit functions of the Bank and the increased involvement of the Board of

Directors and Board of Management of the Bank in the supervision of the Miami branch, with the aim of correcting

flaws discovered in compliance with the provisions of US law in the area of the prevention of money laundering and

"Know Your Customer" regulations. In addition, under the agreement the Bank undertook a commitment to adopt

work plans for the correction of the flaws, as approved by the regulatory agencies, and to submit periodic progress

reports on the implementation of the work plans.

The agreement does not create or impose any limitations on the Bank's business activity, in the US or in general; it

is not expected to have a material impact on the financial results of the Bank.

The Bank is working to meet its obligations under the agreement in full and on time. A subcommittee of the Board

of Directors' Risk Management Committee is monitoring and supervising the correction of the flaws at the Miami

branch. An external consulting company specializing in advising banks on enforcement procedures has been engaged,

supervisory procedures have been tightened, and the compliance officers of the Miami branch now report to the

Risk Management Area. Failure to fulfill the obligations in the Written Agreement could lead to the application of

more severe enforcement procedures by the US Supervisory Agencies.

Condensed Aggregate Financial Statements of International Operations

The condensed financial statements of international operations presented below include the Bank's overseas offices

with activity in one or more of the following areas: granting credit, taking deposits, issuing bonds or notes, and managing

client assets. The activity of the Global Private Banking Center in Israel is also included.


A. Balance Sheet*


2011 **2010

USD millions

Assets

Cash on hand and deposits with banks 8,415 6,264

Securities 1,700 2,341

Securities borrowed or bought under agreements to resell - 5

Net credit to the public 5,418 4,872

Buildings and equipment 31 32

Assets in respect of derivative instruments 337 ***207

Other assets 141 ****,***128

Total assets 16,042 ****13,849

Liabilities and Capital

Deposits from the public 8,310 9,412

Deposits from banks 5,491 2,331

Securities lent or sold under agreements to repurchase 41 109

Bonds and subordinated notes 530 402

Liabilities in respect of derivative instruments 469 ***314

Other liabilities 275 ***313

Total liabilities 15,116 12,881

Noncontrolling interests 63 81

Capital means 863 ****887

Total liabilities and capital 16,042 ****13,849

* The balance sheet of international operations is based on data of the overseas offices, translated into US dollars, following adjustments to the accounting principles applied by the Bank, with adjustments in respect of the balance of the surplus of the acquisition cost over the capital of the overseas offices, and attribution of the share of noncontrolling interests.

** Includes positive calculated capital in the amount of USD 170 million (December 31, 2010: USD 158 million) for branches of the Bank that are not companies. The calculated capital includes the amounts of the original deposits deposited with the branches of the Bank, with the addition of profits or subtraction of losses recorded up to the balance-sheet date, including adjustments from the presentation of securities available for sale at fair value.

*** Reclassified to match the item headings and presentation method for the current period.**** Reclassified.


B. Client Assets


2011 2010

USD millions

Deposits from the public, bonds, and subordinated notes 8,840 9,814

Client assets (off-balance sheet) 7,791 9,050

Total 16,631 18,864

C. Profit and Loss and Contribution of the Bank's Overseas Offices*


2011 2010

USD millions

Profit from financing activity before provisions for credit losses 161 225

Provisions for credit losses (4) 7

Profit from financing activity after provisions for credit losses 165 218

Operating and other income: 139 148

Operating and other expenses 269 321

Operating profit before taxes 35 45

Provision for taxes on operating profit 12 35

Net profit:

Before attribution to noncontrolling interests 23 10

Attributed to noncontrolling interests (3) (5)

Attributed to shareholders of the Bank 26 15

* Based on the results of the overseas offices, translated into US dollars, after adjustment to the accounting principles applied by the Bank, deduction of the surplus acquisition cost over the capital of the overseas offices, attribution of the share of minority interests in the results of consolidated companies, and a supplement for the additional tax applicable to the Bank in Israel.


Set out below are data regarding the investment in the principal overseas offices, and their contribution to the net

profit of the Bank:

December 31, 2011

Investment balance as at

31.12.11(1)

Contribution during 2011

excluding exchange-rate

differences(2)

Return during 2011(3)

Exchange-rate differences on

the investment during 2011


including exchange-rate

differences*

Company NIS millions % NIS millions

US branches - 24 - 24

London branch - 24 - 24

Bank Hapoalim (Switzerland) Ltd. 1,506 39 2.7% 85 124

Pozitif Group 581 (10) (1.6%) (91) (101)

Hapoalim Securities U.S.A. Inc. 121 12 10.8% 7 19

Banque Hapoalim (Luxembourg) S.A. 42 (15) (31.9%) 4 (11)

Other offices 372 28 26 54

Total - 102 31 133

December 31, 2010

Investment balance as at

31.12.10(1)


excluding exchange-rate

differences(2)

Return during 2010(3)

Exchange-rate differences on

the investment during 2010


including exchange-rate

differences*

Company NIS millions % NIS millions

US branches - 36 - 36

London branch - 40 - 40

Bank Hapoalim (Switzerland) Ltd. 1,374 79 6.1% 37 116

Pozitif Group 712 (94) (12.0%) (52) (146)

Hapoalim Securities U.S.A. Inc. 102 5 4.9% (6) (1)

Banque Hapoalim (Luxembourg) S.A. 52 (14) (23.0%) (4) (18)

Other offices 376 - (30) (30)

Total - 52 (55) (3)

* The functional currency of the consolidated companies overseas is defined as the New Israeli Shekel (NIS), pursuant to a directive of the Supervisor of Banks. Exchange-rate differentials in respect of the investment are therefore allocated to the statement of profit and loss. The Bank performs economic hedges of foreign-currency exposures arising from its investments in subsidiaries overseas by raising resources in those currencies. This hedge does not constitute an accounting hedge; exchange-rate differentials in respect of these resources are therefore not attributed to the results of operations of the subsidiaries.

(1) The balance of the investment in the subsidiaries is presented after adjustment to the accounting principles applied at the Bank. (2) The contribution of the overseas offices consists of net profit, translated into NIS, with adjustments for the deduction of the

surplus of the investment cost in respect of these offices, and the attribution of minority interests' share of the profits of consolidated companies overseas, excluding the supplement for the statutory tax rate applicable in Israel, in the amount of NIS 20 million (same period last year: NIS 34 million).

(3) The return of the companies is calculated annually by dividing the contribution of the subsidiaries, excluding exchange-rate differences, by the average investment.


Set out below are details of the net profit of the principal offices overseas, after adjustment to the accounting principles

applied at the Bank (in local currencies):


2011 2010 Change

In millions

US branches - USD* 9.7 15.0 (5.3)

London branch - GBP* 6.3 12.0 (5.7)

Bank Hapoalim (Switzerland) Ltd. - CHF 13.0 27.9 (14.9)

Bank Pozitif Group - TRY (7.3) 1.9 (9.2)

Hapoalim Securities U.S.A. Inc. - USD 2.5 0.7 1.8

Banque Hapoalim (Luxembourg) S.A. - USD (3.6) (3.9) 0.3

Other offices - USD 10.5 2.4 8.1

* In the US and London branches - data is presented before local tax.

Global Private Banking Activity of the Bank Group

Within this framework, the Bank Group provides private customers with accounts at the Bank Group's overseas

branches and at the Private Banking Center in Tel Aviv with advanced professional services and products, including

investment products and global asset management. This activity currently encompasses Israel, Europe, the United

States, Latin America, Canada, Hong Kong, and Singapore, by means of 40 sites including banking subsidiaries, branches,

asset-management subsidiaries, and representative offices engaged solely in public relations.

Set out below are details of the Bank's branches and principal subsidiaries overseas operating in the area of private

banking:

Bank Hapoalim (Switzerland) Ltd. (Hapoalim Switzerland)

A wholly-owned banking subsidiary mainly engaged in the provision of private-banking services, through four branches -

two in Switzerland, in Zurich and Geneva; one in Luxembourg; and one in Singapore - as well as through an investment

consulting firm in Hong Kong.

Net profit of Hapoalim Switzerland totaled approximately CHF 13 million in 2011, compared with approximately

CHF 28 million in 2010. The appreciation of the Swiss franc against the various currencies during 2011 eroded

income, as a substantial part of this income derives from other currencies. In addition, the profit in the previous year

included nonrecurring income in the amount of approximately CHF 12 million from the realization of bonds written

down in the past.

The contribution of Hapoalim Switzerland, excluding exchange-rate differences and after supplementary taxes in

Israel, to the Bank’s operating results in 2011 totaled NIS 39 million, compared with NIS 79 million in 2010.

Total capital of Hapoalim Switzerland amounted to approximately CHF 374 million as at December 31, 2011,

compared with approximately CHF 365 million at the end of 2010.

The total balance sheet of Hapoalim Switzerland amounted to approximately CHF 3,167 million as at

December 31, 2011, compared with approximately CHF 2,891 million at the end of 2010.


During the second half of 2011, Hapoalim Switzerland was notified that talks were underway between government

agencies in Switzerland and in the United States in connection with the Double Taxation Treaty between these

countries. The Swiss authorities informed Hapoalim Switzerland that several Swiss banks, including Hapoalim

Switzerland, were under investigation by US authorities. No details or circumstances concerning Hapoalim Switzerland

specifically were provided in connection with this investigation. Pursuant to a request by the Swiss authorities, the

Swiss banks, including Hapoalim Switzerland, submitted statistical information to US authorities with regard to their

business with American clients. Identifying information regarding the clients, such as client names, was not submitted.

Hapoalim Switzerland is cooperating with the Swiss authorities and acting in accordance with the legal directives to

which it is subject. At this stage, due to the limited information available to it, Hapoalim Switzerland cannot estimate

the degree to which it will be affected by the investigation.

Global Private Banking Center in Tel Aviv

A center providing private-banking services and products to foreign residents from all over the world; an integral

part of the GPB network.

Poalim Asset Management (UK) Ltd. and Poalim Asset Management (Ireland) Ltd., held by PAM

Holdings Ltd. (hereinafter : "PAM Companies")

PAM Companies (wholly owned subsidiaries of the Bank) are responsible for selecting and providing professional

support for investment products offered to Global Private Banking customers worldwide, in cooperation with leading

international financial companies in these fields. The Group is a key element in the implementation of the Bank’s

growth strategy abroad.

As at December 31, 2011, the Bank Group’s customers have holdings in funds of international financial entities with

which PAM collaborates totaling approximately USD 2.0 billion, compared with USD 2.2 billion on December 31, 2010.

PAM Companies also develop, plan, and provide professional support for other investment products, such as structured

products, in accordance with international standards, including through collaboration with leading global financial

entities. In addition, PAM Companies offer consulting and research services to the Bank’s subsidiaries and branches

abroad.

Banque Hapoalim (Luxembourg) S.A. (hereinafter : "Hapoalim Luxembourg")

A banking subsidiary, wholly owned by the Bank, engaged in financial and banking activity in and outside of Luxembourg.

Hapoalim Luxembourg grants loans to private and institutional customers.

Bank Hapoalim (Cayman) Ltd. (hereinafter : "Cayman")

A commercial bank, wholly owned by the Bank, which under the terms of its license is permitted to operate in all

types of banking activity except for activity with local residents in the Cayman Islands. Cayman's assets include an

investment in a wholly-owned subsidiary in Uruguay, Hapoalim (Latin America) S.A.

Hapoalim (Latin America) S.A. (hereinafter : "Hapoalim Latin America")

Provides private-banking services to the Bank's customers in South America. Hapoalim Latin America operates in

Uruguay through three branches, in Montevideo, Punta del Este, and Colonia.


US Branches

The New York Branch – Activity in the Corporate Segment

Most of the Bank Group's international corporate activity is conducted through the New York branch. The New York

branch is focused on three areas of activity:

• ProvidingcomprehensivebankingservicestolargeIsraelicompaniesoperatingintheUnitedStatesaswellas

to local companies and clients, including credit, foreign trade, investments, and dealing-room services. The Bank

allows Israeli companies as well as American companies with assets in Israel to use collateral held in Israel in

order to open credit lines at the New York branch. The New York branch also offers its customers FDIC deposit

insurance, similar to American banks.

• GrantingcorporatecredittolargecompaniesintheUSeconomybyparticipatingincreditlinesorganizedby

leading banks (some 95% of the credit is provided to companies rated Investment Grade or secured by entities

rated Investment Grade by the international rating agencies Standard & Poor’s or Moody’s).

• Providingdealing-roomservices,includingduringhoursinwhichdealingroomsinIsraelareclosed,aspartofthe

global activity of the Bank's dealing rooms.

As part of the international strategy formulated for the coming years, the New York branch was granted approval to

increase and focus its activity in the middle-market segment (hereinafter : "Local Activity") in the United States, with

a clear business focus on specific geographical regions and areas of activity. The Local Activity primarily focuses on

private companies with annual sales turnovers of up to USD 500 million. The plan includes expansion of the activity

and an update of aspects of corporate governance. Concurrently, the Bank will continue its activity in the syndications

market, as a complementary activity, as well as its activity with Israeli clients conducting business in the United States.

The branch’s credit portfolio totaled approximately USD 2.1 billion as at December 31, 2011, compared with

approximately USD 1.9 billion at the end of 2010. The branch also provided unutilized credit facilities and backup

lines in the amount of approximately USD 1.6 billion as at December 31, 2011, compared with approximately

USD 2.0 billion at the end of 2010.

In addition, as at December 31, 2011, a total of approximately USD 4.1 billion was deposited with the Federal Reserve

Bank, compared with approximately USD 1.4 billion on December 31, 2010.

Private Banking in the United States

The Miami branch and the Private Banking Department at the New York branch offer private-banking services to

GPB customers. For further details regarding the activity of the New York branch, see below. Private banking in the

United States primarily focuses on customers from Latin America.

The profit of the US branches before local taxes totaled approximately USD 10 million in 2011, compared with

approximately USD 15 million in 2010. The decrease in profit mainly resulted from an increase in expenses for pension

provisions, due to the decrease in the discounting interest rate.

Total capital means of the US branches amounted to approximately USD 112 million as at December 31, 2011,

compared with approximately USD 104 million on December 31, 2010.

The total balance sheet of the US branches as at December 31, 2011, totaled approximately USD 8.2 billion, compared

with approximately USD 6.2 billion on December 31, 2010.

Hapoalim Securities U.S.A. Inc. (hereinafter : "Hapoalim Securities")

A broker-dealer (wholly owned by the Bank) registered and operating in the United States. The broker-dealer is

under the supervision of the Securities and Exchange Commission (SEC) in the United States, the New York Stock

Exchange (NYSE), the National Association of Securities Dealers (NASD), and additional stock markets in which it

is a member, and operates in accordance with the rules established by these entities. The company’s activity is also

subject to supervision by the Supervisor of Banks in Israel. The company supports the expansion of the Bank’s activity

in securities trading on behalf of its customers.


The London Branch

The London branch focuses on three areas of activity:

• Corporatecreditactivity,withinwhichthebranchprovidescomprehensivebankingservicestolargeIsraeli

companies operating in Europe and to local companies, including corporate credit and foreign trade.

• Dealing-roomservices,inwhichthebranchprovidesitscustomerswithtradingservicesinforeign-currency

futures and options, as part of the global dealing room activity of the Bank.

• ThePrivateBankingDepartmentofthebranchprovidesservicestohigh-net-worthclientsandthecompanies

under their ownership, including corporate credit and investment products.

Profit of the London branch before local taxes totaled approximately GBP 6 million in 2011, compared with

approximately GBP 12 million in 2010. The decrease in profit resulted from income included in profit in the preceding

year from the realization of bonds.

Total capital means of the London branch as at December 31, 2011 amounted to approximately GBP 37 million,

compared with approximately GBP 34 million on December 31, 2010.

The total balance sheet of the London branch amounted to approximately GBP 970 million on December 31, 2011,

compared with approximately GBP 1,037 million on December 31, 2010.

Activity in Emerging Markets

The Bank Group currently operates in Turkey and Kazakhstan through the Bank's holdings in the shares of Bank Pozitif

Kredi Ve Kalkinma Bankasi Anonim Sirketi in Turkey, and its stake in JSC Bank Pozitiv in Kazakhstan.

Bank Pozitif Kredi Ve Kalkinma Bankasi Anonim Sirketi (hereinafter : "Bank Pozitif")

A bank incorporated and operating in Turkey, specializing in corporate and investment banking and in the households

segment. The Bank's stake in Bank Pozitif stands at 69.8%. Bank Pozitif does not have a permit from the Turkish

regulator to take deposits. Bank Pozitif ’s application for such a permit was recently denied by the Turkish regulator.

According to a statement by the Turkish regulator, the aforesaid permit cannot be granted due to the uncertainty in

the global financial markets.

During the fourth quarter of 2011, Bank Pozitif decided to take steps to streamline its operations in the area of retail

credit. As part of this process, Bank Pozitif closed several offices, consequently reducing its manpower by about 40%.

Following this decision, marketing of retail credit will be through online methods only.

JSC Bank Pozitiv

A bank incorporated and operating in Kazakhstan, wholly owned by Bank Pozitif. The bank provides banking services

to business and private customers.

Set out below are details regarding the balance sheet and results of the Bank Pozitif Group:

The loss of the Bank Pozitif Group totaled approximately TRY 7.3 million (approximately USD 3.8 million) in 2011,

due to an expense recorded by Bank Pozitif in the amount of approximately TRY 6.6 million in respect of transactions

in derivatives, and a surplus of liabilities denominated in US dollars, which was influenced by the depreciation of the

Turkish lira by approximately 23% against the US dollar from the beginning of 2011.

In 2010, profit in the amount of TRY 1.9 million (approximately USD 1.2 million) was recorded, resulting from

nonrecurring income in the amount of approximately TRY 8 million, among other factors, which was offset by a

write-down of goodwill in respect of the investment in the subsidiary in Kazakhstan, in the amount of approximately

TRY 17 million (NIS 38 million).


The Bank Pozitif Group’s contribution to the Bank’s operating results, excluding exchange-rate differences and after

supplementary taxes in Israel, amounted to a negative contribution of approximately NIS 10 million in 2011, compared

with a negative contribution in the amount of NIS 94 million in 2010.

Total equity of the Bank Pozitif Group amounted to TRY 405 million (approximately USD 211 million) as at

December 31, 2011, compared with approximately TRY 413 million (approximately USD 267 million) at the end

of 2010.

Total assets of the Bank Pozitif Group amounted to approximately TRY 2.04 billion (approximately USD 1.06 billion)

as at December 31, 2011, compared with approximately TRY 1.68 billion (approximately USD 1.08 billion) at the

end of 2010.

The Bank's investment in the Bank Pozitif Group totaled NIS 581 million as at December 31, 2011, compared with

approximately NIS 712 million at the end of 2010. The decrease mainly resulted from the effect of the decrease in

the exchange rate of the Turkish lira against the NIS.

General information and Additional Matters

Fixed Assets and Facilities

December 31

2011 2010

Cost Accrued depreciation

Balance Balance

NIS millions

Buildings and land (including installations and improvements to rented properties) 3,658 1,736 1,922 1,945

Equipment, including computers, furniture, and vehicles 2,014 1,416 598 639

Software 3,033 1,833 1,200 1,219

Total 8,705 4,985 3,720 3,803

The buildings in which the Bank's business is conducted in Israel are under its ownership or under the ownership of

its asset companies, or rented for various rental periods. Most of the properties in which the Bank Group's business

is conducted overseas are rented.

The Bank owns 190 properties with an area of 221,000 sq. meters, of which 169 buildings with an area of 102,000

sq. meters used as branches, and 19 buildings with an area of 100,000 sq. meters used as management offices and

auxiliary space. In addition to the buildings under its ownership, the Bank rents 186 buildings with an area of 91,000

sq. meters. Data referring to the area of Head Office buildings also include parking lots and storage facilities.

As part of the work plan for 2011, the Board of Directors passed a resolution to work to consolidate Head Office

offices and units at a future central site to be built outside central Tel Aviv. Among other matters, a decision was

made to buy suitable land reserves with a large area, and to transfer the units in stages. It was further resolved that

the central site would be planned based on green construction principles. The planning and construction of the first

stage of the central site are expected to take several years.

For further data regarding buildings and equipment, see Note 7 to the Financial Statements.


IT Infrastructures

General

The Bank has two central IT sites: a main production site and a backup and development site, to ensure maximum

survivability. The Bank’s core system, located at the production site, is installed on an IBM mainframe computer. As part

of the process of improving the availability and survivability of the system of mainframe computers, in 2010 the Bank

purchased an additional mainframe computer for the production site, which has been linked in a cluster formation to

the existing computer at that site, with data sharing and full mutual backup (PSDS). The two computers have aggregate

power of more than 14,000 MIPS (million instructions per second). A mainframe computer will operate at the backup

site in a minimal format. When necessary, this computer will be expanded to the required power.

Additional systems operate alongside the core system (Linux, Unix, and Windows-based systems - hereinafter :

the "Open Systems"), for specific needs, using a platform that allows dynamic distribution and optimal utilization of

resources. The Bank uses advanced methodologies and systems to streamline development and production processes,

including via SOA architecture and automated process management (BPM).

The Bank Group's branches, regional administrations, business centers, and Head Office units are computerized and

connected online to the computer centers of the Information Technology Area. A total of approximately 2,250 servers

and 15,800 work stations are installed within the Bank Group, including work terminals, stock-market information

terminals, and display terminals at branches, for use by customers and clerks. Some 577 automated teller machines

and 800 information and check deposit machines are available to customers (480 are inside branches and 320 are

on the external walls of branches).

Information Backup and Storage

As noted above, the Bank has two central IT sites, a main production site and a backup and development site. The

total storage volume on the central computer at both sites is approximately 150 TB. The total storage volume on the

Open Systems at both sites is approximately 800 TB. In addition, there are two automated robotic systems for the

central computer and four automated robotic systems for the Open Systems, made by IBM and Quantum. These

systems are located at the production and backup sites, and maintain two identical copies of an additional duplicate

backup of all of the information and systems, at a total volume of approximately 3,000 TB. In addition, the Bank has

databases that store copies of paper documents, mortgage documents, etc., for everyday use in data retrieval and in

order to retain an accessible historical copy of these data.

Every action executed on the Bank's computers is simultaneously updated at the production site and the backup site,

so that in case of disaster or physical malfunction, a backup exists for the Bank's critical systems, and damage to the

hardware at one of the sites would not cause information loss. In the event of an emergency switch to the backup

site, the Bank has the capability to immediately increase the power of the backup computer (MF) to the power

level of the production computer, by operating dormant engines; in other words, the backup site has the capacity

for the computer power required for all of the Bank’s routine business activity. In case of damage to both sites (the

production site and the backup site), duplication to an additional (third) copy of the data from the central computer

at a remote location (MED1) was added in 2010. In late 2011, an additional duplicate of the central backup tapes

was implemented at the MED1 site.

Communications

The Bank has an advanced data and voice communications network, with high data transmission speeds. The

communications network has high survivability and includes backups that allow work with both of the Bank’s IT

centers. The Bank's communication network also connects the Bank's branches and offices worldwide and transmits

data services, speech, and video conferences.


Subsidiaries

The IT and operational systems of subsidiaries abroad and of the activity of the Bank Group not conducted through

the subsidiaries are based on independent systems. Administrative responsibility for these systems rests with the

management of the subsidiaries and their boards of directors, or with the member of the Board of Management

responsible for the activity, as relevant. Corporate governance rules serve as the basis for the interaction between

the IT Area and the subsidiaries.

Suppliers

From time to time the Bank enters into contractual engagements with suppliers from Israel and elsewhere to

receive the various services it requires in the area of information systems, including agreements for the purchase

and maintenance of equipment, implementation of information systems, and purchase of software; the majority of

development, with the exception of special systems such as trading systems, is performed in house. Note that there

are services based on technologies regarding which knowledge is concentrated with a small number of service

providers, and sometimes with a service provider with exclusive expertise and knowledge in the specific technology,

such as Microsoft, IBM, Oracle and others.

Information Security

Investment in information security in data systems is an integral, inseparable part of the development of modern

information systems. In the Bank’s systems, information security is implemented on several levels and circuits, in order

to ensure that the Bank’s systems are well protected against penetration, unauthorized access, or damage. The internal

communication network is separated from external networks by various means of protection, including advanced

firewalls, data crypt services (Cyberark), and other methods. All external e-mail traffic is examined by antivirus software

at a server external to the network, and is filtered and monitored before entering the internal e-mail system through

several layers of protection. All workstations and servers at the Bank are protected at all times by up-to-date antivirus

software and monitored online. All users identify themselves using strong identification to log in to the computer

network, using a smart card and biometric identification. Information-related projects at the Bank are accompanied

from their inception by an information-security team that ensures strict compliance with information-security rules,

preservation of the privacy of information, and the restriction of access to information to authorized personnel only.

Security events in IT systems are referred in real time to an expert center of information-security personnel, and

addressed and documented from the initial stage of the event to its completion. Relevant events are also referred

to the Audit Department. Material incidents are reported to the Board of Management and the Board of Directors.

The Bank routinely conducts resilience tests and information-security surveys of its systems, in order to ensure that

information security is maintained at all times and complies with the strict rules established in this area.

Main Projects in Progress

Yahalom – Implementation of the Bank of Israel's directive regarding the measurement and disclosure of impaired

debts, credit risk and provisions for credit losses - The project involves the implementation of the rules of this directive

at the Bank and encompasses the development of appropriate infrastructures, development of a system for the

classification and provision process, development of a work process, administrative reports, management reports,

controls, and reports to all parties. The project also includes the development of a suitable methodology, working rules,

and procedures, and absorption of this knowledge and of the systems throughout the Bank. The system was developed

over a period of several years, and was launched this year. During the year, supporting tools were developed, such

as information regarding problematic customers, a value correction system, reports, queries, automatic controls, etc.


Accounting for interest-rate derivatives and structured products – An accounting system was established

for the automation of interest-rate derivatives, via the Summit system, further to the implementation of this system

for support of front-office and back-office activities in the foreign-currency dealing room. An accounting engine was

installed during 2011 to generate accounting transactions for foreign-currency derivatives and to record interest-rate

derivatives in accounting based on an analysis of dates of events in the life of the transaction.

NIS deposits – the PANAMA project – In 2009, a new system for NIS deposits, the TELEM system, was launched.

This included an upgrade of the system core and independent processing not connected to the current account

update system. A new infrastructure was created for NIS deposits, but internal and adjacent systems still retrieved

data on deposits from the current account balances and deposits file in the old infrastructure. Further to this system,

the PANAMA infrastructure project was developed with the aim of completing the interfaces between all systems

and the new deposits system, while rechanneling the retrieval of data on deposits to the TELEM databases and

completely disconnecting the current accounts system from the deposits system. As part of this project, infrastructure

was created for the retrieval of all information regarding deposits, including components of returns, allowing flexibility

for new developments and expansion of information for operational parties.

Mobile – Development of mobile applications and content services, including: mobile account management, mobile

wallet, capital-market trading, capital-market information, Poalim On Time text message alerts, and the Poalim by Cell

Phone WAP site for information and transactions. These services enable customers of the Bank to view information

and execute banking transactions from a variety of mobile devices and operating systems, at any place and time,

and offer an advanced customer experience through the use of innovative technologies. This project has earned

international recognition.

Paperless branch – As a reflection of technological progress, the ambition to improve service, and the aim of

participating in the effort to preserve the environment, in 2010 the Bank launched the paperless branch project.

This is a multi-year project encompassing several outcomes concerning various aspects of the reduction of paper

consumption:

• Achangeinthemethodforsigningoftransactionformsbycustomers.

• Additionoftheabilitytoretrievedocumentsfromadigitalarchive,asasubstituteforsearchesofthephysical

archive.

• Greenaccounts-developmentofinfrastructuresthatallowtransactionformstobesenttocustomersthrough

direct channels, at the customer’s request.

• Double-sidedprintingoftransactionformslongerthanonepage.

• Automationofcreditforms.

• Anongoingcontinuousprocessofeliminationandreductionofexistingforms.

CRM – upgrade of 'Dialogue' to Siebel version 8.1 – The upgrade will make it possible to take advantage

of new business capabilities, such as a task-based UI in the Personal Financial Planning project; provide correction

of significant flaws in the current version of the product, significant improvement of performance, better command

and control tools, broad support for multi-channel systems; and conclude the support period for the product while

avoiding an increase in maintenance payments.

Poalim Like Me – a new phase in the budget management service revolution - In order to create stronger

differentiation of the direct-value offer relative to competitors, the decision was taken to introduce a community-based

component into the budget-management system on the banking website. This component offers the ability to

compare financial data to a peer group ("people like me"). Direct-channel customers can assign themselves to a peer

group, based on market segments according to life stages, and compare selected financial data to the members of

the selected group.


The project makes it possible to develop unique mechanisms for the creation of added value relative to competitors

and to leverage the statistical information accumulated by the Bank regarding the banking activities of its customers,

based on an analysis of customers’ banking activity with a division into more than 200 population segments (according

to age, marital status, number of children, and income level), creating peer groups for comparative purposes.

In May 2011, the Poalim Like Me service won second place in the outstanding social media applications category of

the EFMA (European Financial Management Association) award for most innovative online/mobile financial product/

service in Europe.

Personal financial planning – Development of a multi-channel process of outreach to customers through the

call center to set up a personal financial planning meeting, with the aim of providing Bank customers with tools to

support smart financial behavior. During the meeting at the branch, a comprehensive review is conducted with the

customer, based on his or her financial information and a comparison to other customers (Poalim Like Me). The project

allows the Bank to strengthen its relationship with its customers through personal banking, while empowering the

branch and the banker; expand activity with customers in jeopardy, a customer segment courted by foreign banks;

strengthen the connection to brand values; and continue to solidify the vision of financial freedom. The project is being

implemented using the Siebel 8 Task Based UI, which allows management of the work process according to defined

stages in a simple and user-friendly manner, with the integration of information from the Dialogue system and other

systems, through screens adapted to the desired process.

Decision support tool – Development of a questionnaire through which bankers at the branches enter a range

of data regarding the account owners (designed for personal banking). The data are processed by a rule engine that

relies both on the customer’s risk level and on subjective parameters, and adds business-related filters collected in

an automated manner. The model is integrated with the process of filing an application through this channel, so that

at the conclusion of the process a recommendation is generated regarding the maximum monthly payment and the

party authorized to approve the application.

The project was developed in a manner that makes it possible to study and improve the model based on the

questionnaires submitted, and to expand the computing engine in the future at a minimal cost, allowing improved

forecasts based on statistical analyses.

Main benefits of the project: achieving uniformity in the decision-making process across all branches of the Bank,

through a uniform customer questionnaire; expected improvement in the quality of the credit portfolio; and creation

of a platform for statistical analyses.

MESER (General Ledger System) – Computerization of the general ledger of the Bank; to be based on the Book

Analyzer product by SAP. The deliverables of this project will bring the Bank to the forefront of comptrolling systems

at an international level, on par with a series of major global banks. The system includes an accounting information

infrastructure based on detailed business events and customer/account characteristics derived from the bank's

administrative operational systems. The system will provide business and managerial insights for the Bank’s management

and provide the capability to flexibly generate reports for regulatory agencies. A data infrastructure was established

in 2011, which will serve, upon completion, to receive data from the operational systems for entry into the product.

Main benefits of the project:

• Compliancewithregulatoryrequirements-productionofreportsatvariouscross-sections,reliably,quickly

and efficiently, as required by the regulatory agencies and in accordance with the requirement to transition to

IFRS-based reporting.

• Improvementofcapabilityforanalysisoffinancialdataformanagementpurposes-aninfrastructureof

high-resolution data, including business and administrative attributes, in real time, allowing managerial decisions

to be made at all levels, including the Board of Management.

• Streamliningofaccountingapplications-theburdenandresponsibilityofgeneratingreportsandaccounting

records for the general ledger are transferred to a single centralized location.


• Shortertimeframesandcostsavingsingeneratingfinancialstatementsandmanagementreports.

Upgrade of securities trading system – This project was approved in 2009, as part of the conclusions of an

audit committee that examined the survivability of the Bank’s operational systems. The project has a total budget

of approximately NIS 45 million; completion is planned for the end of 2012. The project consists of 60 different

deliverables, of which 48 have been completed to date.


• Stabilizationandimprovementofexistingtradingsystemsandupgradesforfuturesolutions.

• Constructionofsurvivabilitysolutionsforemergencies.

• Developmentofcontrolsandmonitoringforthepreventionandearlydetectionofmalfunctionsintradingsystems.

• Creationofatoolboxforrapidlyandautomaticallyaddressingexceptionaleventsandmalfunctions.

BHI Business Intelligence – Launch of a BI system for international private banking in Israel and overseas.

Development of an infrastructure of administrative information to support the new business strategy of the

International Area, and improvement of the quality of the database in the DWH on all banking activity in the

International Area.


• Monitoringplanningversusexecutionofbusinessobjectives,changesincustomerportfolios(suchasmarket

changes, customer desertion); allows improvement of performance and increased profitability for the International

Area.

• Decisionmaking-improvementofabilitytomakebusinessmarketingandstrategicdecisionsandimprovedability

to identify risks in the International Area.

• Managerialintegration-creationofauniform,simplelanguageandaclearinfrastructureofobjectivesbetween

headquarters and field units.

• Timeandmoneysavings-transitionfromretroactiveproductionofmanualreportstoautomatedproduction

almost in real time.

• Self-service-providingself-servicecapabilitiesforbusinessqueriesondataofinternationalactivityforInternational

Area personnel and branch personnel without dependence on IT staff.

Volume of Investment

The volume of the investment in hardware and software (including capitalized salary costs) totaled approximately

NIS 429 million in 2011 (2010: approximately NIS 531 million).


Human Capital Human Resources Strategy

Human resources strategy is formulated in congruence with the Bank's strategy, the derived business needs, and trends

in the area of human resources. Accordingly, the Human Resources Division has set itself the mission of serving as a

strategic partner supporting the achievement of the Bank’s business objectives, with an emphasis on the development

and cultivation of human resources, while continually striving for excellence and making optimal use of resources.

The strategic plan encompasses four main areas of activity:

• Humanresourcesplanning – Formulating and implementing plans and processes according to the work

plans of the Areas of the Bank, in all matters related to human capital, including mix, education, and training, while

adjusting to labor-market trends and changing regulation.

• Cultivatingandpreservinghumancapital – Instilling and solidifying the Bank’s vision, ethical code, and

values; cultivating professional and managerial excellence among Bank employees; carrying out an organizational

climate survey; improving intra-organizational communication; cultivating pride; motivating and encouraging

employees. The Bank continually cultivates a culture of learning among its employees and invests substantial

resources in professional and management training.

• Operationalexcellence – Managing resources and designing advanced work processes using the ERP system;

continually examining work processes and cost generators in order to achieve optimal resource utilization.

• Excellenceinservice – Setting standards for a high level of service; proactively providing service to Bank units;

matching the service package to the unique needs of internal clients.

Set out below are data regarding the headcount of the Bank Group, in terms of positions(1):

2011 2010

Annual average

Year-end balance

Annual average

Year-end balance

The Bank:

In Israel 10,999 10,722 10,846 10,643

Abroad 366 363 383 371

Bank total 11,365 11,085 11,229 11,014

Subsidiaries:

In Israel 1,698 1,706 1,766 1,718

Abroad 764 617 880 873

Total subsidiaries 2,462 2,323 2,646 2,591

Bank total 13,827 13,408 13,875 13,605

(1) The number of positions also includes equivalents of overtime costs in terms of positions, plus positions of external personnel who are not Bank employees but provide work services to the Bank as required for the adjustment of manpower needs in the course of routine operations and for the introduction of projects, less positions of employees whose wages are capitalized as fixed assets.


Principal changes in the headcount of the Bank Group in 2011 in comparison to year-end 2010 are set out below.

As at December 31, 2011, the number of employee positions decreased by 197 in comparison to December 31, 2010,

as follows.

• Theheadcountofemployeesofsubsidiariesoverseasdecreasedby256positions.Thedecreasemainlyresulted

from a significant cutback in personnel at Bank Pozitif in Turkey during the fourth quarter of 2011, in accordance

with the strategic policy of the Bank.

• TheheadcountinIsraelincreasedby79positions.Thisincreaseresultedfromtheabsorptionofexternalpersonnel.

The average number of positions in the Bank Group decreased by 48 in 2011, in comparison to the average number

of positions in 2010.

Set out below is the distribution of the average number of employee positions at the Bank Group by segments of

activity(1):

2011 2010

Households Segment 5,367 5,381

Private Banking Segment 3,533 3,563

Small Businesses Segment 1,800 1,892

Commercial Segment 611 583

Corporate Segment 943 844

Financial Management Segment 803 818

Others and Adjustments 770 794

Total 13,827 13,875

(1) Includes positions of Head Office employees whose cost of employment was charged to the segments.

Human Resource Characteristics

The policy of the Bank is to employ, promote, and make decisions concerning employees based on material

considerations such as skills and performance, without discrimination on the basis of religion, race, sex, age, views,

sexual orientation, disability, etc. The Bank encourages the hiring of minorities and of employees belonging to segments

underrepresented in the labor market, as part of its hiring policy, in recognition of the advantages inherent in a

diverse workforce in terms of the understanding of various segments of customers, effective problem solving, and

the encouragement of innovation and creativity in an open and diverse work environment.

The average seniority of the Bank’s employees was 17 years in 2011, compared with 16.9 years in 2010. The average

age of employees was 42.7 in 2011, compared with 42.4 in 2010.

In 2011, approximately 65.3% of all employees of the Bank were women, compared with 66% in 2010. In the Bank's

senior management (department heads at the Head Office, branch managers, and above), the percentage of women

increased from approximately 36% in 2010 to approximately 37% in 2011 (the percentage of women in senior

management in 2006 was 29%).

The Bank’s policy is to hire employees holding academic degrees, as necessary; accordingly, the percentage of these

employees out of total employees of the Bank is rising steadily. In 2011, the number of employees of the Bank

holding academic degrees increased by approximately 3%. This increase resulted from degree-holding employees

hired, and from the completion of academic studies by employees of the Bank. Over the past years, the percentage

of employees of the Bank holding academic degrees has continually increased, from 28.1% in 1998 to approximately

55.8% in 2011 (53% in 2010).


The Bank’s Remuneration System

The Bank's policy is to link the Bank's performance to the remuneration of its employees, in accordance with the

agreement with the Employees' Union. Wage and remuneration systems are based on congruence between the level

of remuneration and the employee's role and contribution to the organization. Employees' remuneration is usually

based on three components: routine wages, annual bonuses, and long-term remuneration derived from the increase

in value of the Bank's shares.

Employees of the Bank are entitled to various benefits, including participation in health insurance, participation in

tuition fees, participation in costs of membership of sports centers and cultural institutions, gifts on holidays and

personal occasions, and a bonus after 25 years of work.

For further details, see Notes 15 and 16 to the Financial Statements.

Cost and Wages per Employee Position

Set out below are details of the cost per employee position and wages per employee position at the Bank

(in NIS thousands):

2011 2010

Cost per employee post, excluding bonuses 321 308

Cost per employee post, including bonuses 357 356

Salary* per employee post, excluding bonuses 205 192

Salary* per employee post, including bonuses 235 237

* Salary - calculated according to gross salary as paid to the employee.

Cultivation and Development of Human Capital

The Bank routinely cultivates a culture of learning among its employees, and invests substantial resources in professional

and managerial training, in recognition of the importance of continual improvement in employees’ abilities for the

achievement of the Bank’s strategic objectives. The Bank hires employees with academic degrees, and encourages

its employees to obtain undergraduate and graduate degrees by providing tuition aid and adding vacation days for

examinations.

Poalim Campus

Poalim Campus is a key element in instilling the strategic themes of the Bank. Its mission is to ensure professional and

managerial excellence for the employees and executives of the Bank, enabling them to achieve business objectives

and create a competitive advantage, through varied, continuous, effective learning.

The volume of training activities at the Poalim Campus continued to grow in 2011. Approximately 67,000 training

days were held, in about 500 courses. In addition, two academic preparatory courses were held for 112 bankers

who lacked necessary academic training.

Banking training – The Banking School is responsible for training bankers in the area of professional knowledge and

for imparting business skills in a manner adapted to each position holder, the needs of the position, and the strategic

changes within the organization. In addition, the school has the role of preserving and reinforcing all employees’

professional preparedness to fulfill their duties. In 2011, short, focused training sessions on a variety of topics in banking

(known as banking coaching sessions) were developed and conducted, with the participation of approximately 3,400

employees. In addition, short, topic-focused training kits were developed and used for shared learning within units.

Among other activities, two sessions of banking management training courses and nine sessions of senior executives'

courses in various areas were held in 2011.


Executive training and development – The School of Management and Leadership at the Poalim Campus

serves as a base for the creation and operation of development tracks for Bank executives, in order to empower

and cultivate a core group of managers, in line with the Bank’s strategic goals, objectives, and values. The School of

Management and Leadership currently conducts basic and advanced training programs in management for all ranks of

managers within the Bank. In 2011, the school focused on training for senior executives and for senior-level potential

executives, as well as on training for new management groups, including team leaders at the Central Back Office.

Approximately 300 executives received training in various development programs, and approximately 450 executives

participated in Management Coaching Rooms.

Focused training – During 2011, approximately 1,200 employees and executives participated in knowledge gap

mapping processes. Targeted training activities designed to close these gaps were conducted based on the findings

of the knowledge gap mapping processes at the various units.

Organizational Culture and Climate

Ethical Code

The Bank considers the ethical code to be a foundation of its organizational culture. The ethical and behavioral code of

the Bank encompasses standards, morals, relationships among colleagues, relationships with customers and suppliers,

contribution to the community, and social and environmental responsibility. The ethical code serves as a compass

guiding proper behavior, and is known as the ethical and behavioral code. The ethical code has been in place at the Bank

since 2004. Due to the importance accorded to the code by the Bank, the Head of Human Resources, Procurement,

and Logistics has been assigned responsibility for ethics at the Bank and for the promotion of this area at the Bank.

The code was refreshed in 2008-2009, in collaboration with employees. A comprehensive assimilation plan designed

to instill the new ethical code in all employees of the Bank was implemented in 2010. Communication channels were

formed for consultation and reporting, and procedures were issued for inquiries on the topic of ethics.

In 2011, the continuing assimilation process focused on communication and awareness, through emphasis, guidelines,

and reminders of the procedures and through periodically addressing this topic in the leading forums, continuing the

development of tools to enable executives to achieve internalization and commitment, and continually improving

and updating the code.

Organizational Climate Survey

An organizational climate survey was conducted during the first quarter of 2011. About 7,000 employees responded

to the survey, constituting 61% of all employees of the Bank (up from 56% in the previous survey). The survey’s

findings indicated that most employees of the Bank expressed a high level of general satisfaction with their work at

the Bank; this level significantly improved in comparison to the previous survey. During the year, extensive activities

were conducted at all units of the Bank to communicate the findings of the organizational climate survey and to

initiate follow-up activities. The findings of the survey at the level of the Bank were communicated to all employees,

alongside Area-level discussions with senior management regarding the situation in each Area.

Intra-Organizational Communication

The Board of Management of the Bank strives to promote the values of openness and transparency, as part of

the organizational and managerial culture of the Bank. In order to maintain employees' sense of identification and

high commitment, many initiatives are conducted with the aim of strengthening connections and dialogue between

management and employees, such as: visits to units, breakfast meetings with the CEO, round tables led by members

of the Board of Management, appreciation events for outstanding and long-serving employees, conferences for senior

executives, and more. The organizational portal serves as a central, advanced communications channel and supports

the sharing of information with employees and the absorption of intra-organizational change processes.


Liquidity and Raising of Sources of Funds at the BankMonetary Tools of the Bank of Israel

There are several means available to the Bank of Israel in order to establish the liquidity level of the banking system.

The monetary activity of the Bank of Israel is divided into two types:

• Activityduringaliquiditymonth-AliquiditymonthisdefinedbytheBankofIsraelasaperiodof4-5weeks,

ending on the last Wednesday of the calendar month. Activity is conducted through loan and/or deposit auctions

for the commercial banks, including weekly and daily auctions, as well as through monetary loans and/or deposits

at interest rates different by ±0.5% from the Bank of Israel interest rate.

• Activityoverperiodslongerthanaliquiditymonth-AccordingtoeconomicconditionsinIsraelandglobally,

the Bank of Israel determines the desired liquidity position for the banking system. The Bank of Israel can apply

expansionary monetary policies leading the system to high liquidity surpluses, or restrictive monetary policies

that lead the system to liquidity deficits.

The monetary interest rate of the Bank of Israel, which stood at an annual rate of 2.0% at the beginning of 2011,

rose to 3.25% at the end of May 2011, fell to 3.0% at the beginning of October 2011, and fell further to 2.75% in

December 2011. In February 2012, the interest rate was lowered to 2.50%.

The following are the means used by the Bank of Israel:

• Makam(T-Bill)auctions-TheBankofIsraelmaintainsbalancesofMakams(short-termnotes)ofapproximately

NIS 123 billion. By decreasing or increasing this balance it changes the liquidity position of the banking system.

• Interventionintheforeign-currencymarket-TheBankofIsraelbuysorsellsforeigncurrencyfromortothe

banking system.

• Interventioninthegovernmentbondmarket-TheBankofIsraelbuysorsellsgovernmentbonds.

• Operationofrepoauctions-ActivityoftheBankofIsraelwiththebanksandinstitutionalentities.

At the end of January 2011, the Bank of Israel added new directives for the financial markets:

1. A reporting requirement on transactions in foreign-currency derivatives in amounts of more than USD 10 million,

and a reporting requirement on transactions in Israeli government bonds (up to one year) and short-term notes

by non-residents and financial intermediaries in amounts of more than NIS 10 million (this requirement took

effect in July 2011).

2. A 10% liquidity requirement imposed on swap transactions and NIS/foreign-currency future conversion

transactions by non-residents.

In early May 2011, the Ministry of Finance announced the cancellation of the tax exemption for non-residents on

investment in short-term notes (Makams) and government bonds with durations of less than one year (the cancellation

of the exemption took effect on July 7, 2011).

At the end of 2010, the liquidity surpluses of the banking system totaled approximately NIS 84 billion. During 2011,

the Bank of Israel decreased net Makam issues by approximately NIS 12 billion.

The Bank of Israel continues to intervene in the foreign-currency market occasionally, creating a further inflow of

NIS to the banking system. During 2011, the Bank of Israel purchased approximately USD 4.6 billion. The liquidity

surpluses of the banking system totaled approximately NIS 109 billion at the end of 2011.

For reasons of caution, the Bank continues to deposit a large part of its liquidity balances in foreign currency with the

Federal Reserve Bank in the United States, at low returns, and is considering investing some of its liquidity balances

in bonds of high-rated countries and financial institutions.

The Bank monitors its overall liquidity position daily, as well as its liquidity position in NIS and in foreign currency

separately (including the overseas offices). In addition to the monitoring of its current liquidity position, the Bank

estimates liquidity risk using an internal model. The risk estimate is executed under various assumptions referring to

different market conditions for the Israeli banking system and for the Bank.


Resources of the Bank

The resources available to the Bank are deposits from the public, deposits from the government, and resources from

the Bank of Israel and other banks, as well as capital and debt raised from the public.

Set out below are details of deposits with the Bank Group:


2011 2010 Change

NIS millions %


Deposits from banks 7,001 4,834 44.8%

Government deposits 1,085 1,335 (18.7%)

Total 264,503 240,134 10.1%

Deposits from the Public

Set out below are details of the components of deposits from the public with the Bank Group:


2011 2010

NIS millions

Demand deposits 47,805 43,806

Fixed-term deposits 204,237 185,453

Deposits in savings plans 4,375 4,706

Total 256,417 233,965

Set out below is the distribution of the portfolio of deposits from the public, by linkage segments:


The segment's share of total deposits from the public as of

December 31

2011 2010 Change 2011 2010


Israeli currency unlinked 155,391 136,702 18,689 13.7% 60.6% 58.4%

Israeli currency CPI-linked 20,615 19,421 1,194 6.1% 8.0% 8.3%

Foreign currency (including f. c. linked) 80,191 77,637 2,554 3.3% 31.3% 33.2%

Non-monetary items 220 205 15 7.3% 0.1% 0.1%

Total 256,417 233,965 22,452 9.6% 100.0% 100.0%


Deposits from Banks

Set out below are details of the composition of deposits from banks:


2011 2010

NIS millions

Commercial Banks

Demand deposits 1,529 1,383

Fixed-term deposits 5,165 3,069

Acceptances 305 380

Special Banking Corporations

Fixed-term deposits 2 2

Total 7,001 4,834

Set out below are details of deposits from banks by linkage segments:


2011 2010

NIS millions

Israeli currency unlinked 2,338 1,390

Israeli currency CPI-linked 693 631

Foreign currency (including f. c. linked) 3,970 2,813

Total 7,001 4,834

Deposits from the Government

Set out below are details of deposits from the government, by linkage segments:


2011 2010

NIS millions

Israeli currency unlinked 264 322

Israeli currency CPI-linked 684 881

Foreign currency (including f. c. linked) 137 132

Total 1,085 1,335

Capital and Debt Raised from the Public

The Bank Group raises resources through both public and private issues of bonds and subordinated notes, which

serve as part of the regulatory capital of the Bank.

The balance of bonds and notes totaled NIS 32.9 billion as at December 31, 2011, compared with NIS 27.6 billion

at the end of 2010. For further details regarding bonds and subordinated notes issued by the aforesaid entities, see


The balance of amounts raised by the Bank as at December 31, 2011 includes subordinated notes in the amount of

NIS 6.3 billion, of which tradable notes in the amount of approximately NIS 0.9 billion.


In addition, the Bank issues through its wholly owned subsidiaries, Hapoalim Hanpakot and Hapoalim International,

which are primarily engaged in raising monetary resources in Israel and overseas, respectively, through issues of

bonds and notes of various types (which constitute part of the regulatory capital of the Bank), and depositing the

proceeds of the issuance with the Bank. As at December 31, 2011, the balance of notes raised by these companies

is approximately NIS 15.4 billion, and the balance of bonds is approximately NIS 11.2 billion.

During 2011, the Bank raised NIS 5.8 billion through Hapoalim Hanpakot, of which a total of approximately

NIS 3.3 billion in subordinated notes constituting Lower Tier II capital.

After the balance-sheet date, in February 2012, the Bank issued subordinated notes through Hapoalim Hanpakot in

the amount of approximately NIS 1.5 billion, which will be included in Lower Tier II capital, subject to the limitation

in the Proper Conduct of Banking Business Directives.

Taxation Status A. Tax Laws Applicable to Group Companies

Income Tax

The Law for Change in the Tax Burden (Legislative Amendments), 2011 was published in the Official Gazette of

the Israeli Government on December 6, 2011. Pursuant to this law, the tax reduction established in the Economic

Efficiency Law will be cancelled, and the rate of corporate tax will stand at 25% from 2012 forward. The effect of the

change in the tax rate on the Financial Statements as at December 31, 2011 is reflected in an increase in the balance

of deferred taxes, in the amount of NIS 179 million.

Value Added Tax Law, 1975

The Bank is defined as a financial institution for the purposes of the Value Added Tax Law, which imposes a payroll

tax and a profit tax on such institutions. Profit is defined as taxable income, as defined in the Income Tax Ordinance,

before offsetting losses from tax years preceding the tax year in which the income was received, and after deducting

payroll tax, excluding income from dividends received from a financial institution, and including income from interest

or dividends or the sale or redemption of a unit or profit distribution to a unit owner for which an exemption from

income tax has been granted under any law.

Combined Tax Rates

Taxes on profits of banking corporations include a corporate tax imposed pursuant to the Income Tax Ordinance,

and a profit tax imposed pursuant to the Value Added Tax Law, as explained above. Accordingly, the combined tax

rates are as follows:

YearProfit

tax rateIncome tax rate

Combined tax rate

2009 16.00% 26.00% 36.21%

2010 16.00% 25.00% 35.34%

2011 16.00% 24.00% 34.48%

2012 16.00% 25.00% 35.34%


Provision for Credit Losses

On January 1, 2011, the banking system adopted the new directive of the Supervisor of Banks concerning the

measurement and disclosure of impaired debts, credit risk, and provisions for credit losses.

As a result, agreements were signed between the banking industry, including the Bank, and the Tax Authority to establish

rules with regard to the manner of recognition of expenses for credit losses for tax purposes.

B. Consolidated Companies Outside Israel

Set out below are the statutory tax rates applicable to the principal subsidiaries abroad:

United States: 35.0%

Switzerland: 21.4%

United Kingdom: 26.5%

Turkey: 20.0%

Consolidated companies incorporated outside Israel are taxed according to the tax laws in the countries in which

they are located.

On May 13, 1986, an agreement was signed between the Bank and the Tax Assessment Officer for Large Enterprises

regulating tax payments in Israel in respect of profits of the Bank’s subsidiaries abroad. Under the terms of the

agreement, as of 1978, the Bank’s share of the profits of its subsidiaries abroad is included in the Bank’s tax assessment.

The agreement stipulates that this does not indicate that these companies are liable for taxes in Israel or that the

laws of the State of Israel apply to them, and that the agreement does not create a precedent. The agreement signed

was in effect until 1988. However, based on an understanding between the Bank and the Tax Assessment Officer

for Large Enterprises, the agreement remains in effect until either of the parties gives notification of its cancellation.

C. Additional Information

For additional data concerning the provision for taxes in the Bank Group, final tax assessments, losses accrued for

tax purposes, and the difference between statutory tax rates and effective tax rates, see Note 29 to the Financial

Statements.

Restrictions and Supervision of the Activity of the Banking Corporation General

The Bank operates under laws, regulations, and directives, some of which are unique to the banking system, and some

of which, even if not unique, affect material parts of its activity. The Banking Ordinance, the various banking laws, and

the Proper Conduct of Banking Business Directives issued from time to time by the Supervisor of Banks constitute

the central legal foundation for the Bank Group's activity. Among other matters, they define the boundaries of the

activities permitted to the Bank, the activities permitted to the subsidiaries and related companies of the Bank Group,

the terms of control and ownership of such companies, the relationships between the Bank and its customers, the

usage of the Bank's assets, and the manner of reporting such activity to the Supervisor of Banks and to the public.

In addition, the Bank is subject to extensive legislation regulating its activity in the capital market, both on behalf of

its customers and on its own behalf (e.g. in the areas of investment advising and customer portfolio management,

pension advising, securities laws, and restrictions on insurance activity).

Other laws on unique topics impose specific duties and rules on banks, including the Bank. Examples include the

legislation related to the prohibition of money laundering and terrorism financing, the Credit Data Law, legislation

related to housing loans, guarantee laws, etc.


Additional legislation related to the Bank's activity has a strong influence on its conduct. Noteworthy in this area

are execution laws, liquidation and receivership laws, laws referring to specific segments (local authorities, mortgage

takers, home buyers, the agricultural sector), and various tax laws.

The Bank's activity is subject to supervision and auditing by the Supervisor of Banks as well as other supervisory

agencies in specific areas of activity, such as the Israel Securities Authority; the Supervisor of the Capital Market,

Insurance, and Savings at the Ministry of Finance; and the Antitrust Commissioner. These agencies carry out audits

at the Bank, from time to time, concerning the various areas of activity. The Bank and its subsidiaries work to comply

with the duties imposed upon them under the said legal provisions.

The legislation passed following the recommendations of an Inter-Ministerial Committee headed by the Deputy

General of the Ministry of Finance (the Bachar Committee) establishes the possibility, for most of the laws applicable

to the activity of the Bank, to impose monetary sanctions for violations of the provisions of the laws and the secondary

legislation (including circulars and guidelines) issued in the past or future under such laws.

The following is a concise list of the changes in legislation relevant to the reported period, which have or may have

a significant effect on the activity of the Bank:

Banks in the Palestinian Authority – The Bank's activity with banks located in the Palestinian Authority created

uncertainty with regard to the Bank's compliance with regulatory requirements concerning money laundering and

the prevention of terrorism financing, with an emphasis on the Bank's ability to monitor and prevent money transfers

to and from residents of the Palestinian Authority that could be used to encourage and/or finance terrorist activity.

Consequently, in June 2006 the Bank decided to terminate services to banks operating within the Palestinian Authority.

Following this decision and similar decisions by other banks, the Governor of the Bank of Israel and representatives

of the Ministry of Finance asked for a postponement of the date of termination of services to the Palestinian banks,

and the continued provision of certain services under certain restrictions established by the Bank of Israel and by the

Bank. In November 2006, the Minister of Finance granted the Bank a permit under Section 9(B) of the Prohibition of

Terrorism Financing Law, pursuant to which the provisions of the Prohibition of Terrorism Financing Law concerning

the "prohibition of transactions in terrorism property" shall not apply to the transactions listed in the permit. Among

other things, the permit allows the Bank to continue to conduct activity with banks in the Palestinian Authority without

violating the provisions of the Prohibition of Terrorism Financing Law.

On January 1, 2009, the Bank ceased banking activity with banks and branches located in the Gaza strip, after the

government declared Gaza a hostile entity.

Conditional Exemption for Restrictive Arrangement Regarding Joint Holdings of Banks in ABS

and BSC

On November 5, 2008, the Antitrust Commissioner decided to grant an exemption, with conditions, to the

arrangement concerning joint holdings of the banks in ABS - Automatic Bank Services Ltd. (hereinafter : "ABS") and

in BSC - Bank Settlement Center Ltd. (hereinafter : "BSC"). This exemption is the third exemption granted to ABS

and BSC. When it was found that under the conditions imposed upon ABS and BSC, the said arrangement does not

create a reasonable threat of significant damage to competition, it was granted an exemption from approval by the

Antitrust Tribunal for the next three years.

ABS and BSC are companies owned by the five major banks: Bank Leumi, Discount Bank, Mizrahi Tefahot Bank, First

International Bank, and the Bank. ABS collects credit-card transactions, provides clearer-issuer interface services, and

operates automatic teller machines. In addition, ABS intends to establish a backup site outside Israel's borders for data

of the Israeli banking system. BSC is mainly engaged in the settlement of electronic credits and debits between banks.

The system allows money to be transferred from bank to bank, and essentially ensures connectivity between the banks.


The Antitrust Commissioner made the exemption contingent on the condition that the representatives of the banks

on the boards of directors of ABS and BSC are not one of the following: interested parties of the Bank, members

of the Board of Management of the Bank, or officers of the Bank in the areas of retail, commerce, or comptrolling.

Furthermore, the Antitrust Commissioner made the terms of the exemption stricter, by requiring open access of

competitors to the systems operated by ABS and BSC, under terms not inferior to the terms enjoyed by the five banks.

Draft Securities Regulations (Manner of Offering Securities to the Public), 2011

On September 25, 2011, the Israel Securities Authority issued a draft for comments by the public of the amendment

Securities Regulations (Manner of Offering Securities to the Public) (Amendment), 2011. In the draft, the ISA seeks to

narrow the definition of "institutional investors permitted" to participate in the institutional auction stage of purchases

of securities and buy securities by early commitment, so that only entities "that manage the money of others" remain

within the definition of institutional investors permitted to participate in institutional auctions. The amended definition

would not permit banking corporations and their auxiliary corporations to participate in the institutional auction

stage. If passed, this draft may have negative consequences for the capital market, the banking system in general, and

the Bank, both as an issuer seeking to raise capital from the public and as a participant in the capital market and in

institutional auctions.

Limit on Investment in a Single Corporation and in a Group of Corporations – Draft Directive

On February 14, 2012, the Supervisor of the Capital Market, Insurance, and Savings issued a third draft of the

Supervision of Financial Services Regulations (Provident Funds) (Investment Rules Applicable to Management

Companies and Insurers), 2012. The draft, which is targeted to institutional entities, aims among other matters to

reduce the volume of exposure of institutional entities to a single corporation and to groups of corporations. However,

the draft does not distinguish between different types of corporations. According to the proposal, an institutional

investor would be permitted to hold securities of a particular corporation, make deposits with that corporation, or

grant loans to the corporation of up to 5% of the value of its assets (instead of the maximum rate of 10% that has

applied until now). The proposal further states that an institutional investor may make deposits with a particular bank

of up to an additional 2.5% of the value of its assets. In addition to the foregoing, an aggregate limit has been added

to apply to the five largest corporations of an institutional entity, such that the rate of the total permitted investment

in these corporations does not exceed 20%.

It was similarly determined that an institutional entity would be permitted to hold securities of a group of corporations,

make deposits with that group, or grant loans to the group of up to 10% of the value of its assets (instead of the

maximum rate of 15% that has applied until now). The proposal further states that an institutional investor may make

deposits with a bank controlled by a single controlling party at a rate of up to an additional 5% of the value of its

assets. In addition to the foregoing, an aggregate limit has been added to apply to the five largest corporation groups

of an institutional entity, such that the rate of the total permitted investment in these groups does not exceed 40%.

If passed, this draft may have negative consequences for the Bank, as well as for the banking system as a whole.

Restriction of the ability of institutional entities to execute investments in banking corporations could prevent

institutional entities, or some such entities, from investing in offerings of capital and securities issued by the Bank Group.

Such a development may impair the Bank's ability to extend credit; if and as it pertains to additional banking

corporations, it may damage the ability of the banking system (as a whole or in part) to properly meet the credit

needs of the economy.


Legal Proceedings For material legal proceedings to which the Bank is a party, see Note 19D to the Financial Statements.

Restrictive Arrangement Concerning Fees

On November 29, 2004, investigators from the Antitrust Authority arrived at the Bank’s Head Office and seized

various documents. The Antitrust Authority did not disclose to the Bank the reason for the seizure of the documents

or the subject of its investigation. As published in the press, investigators from the Antitrust Authority also seized

documents at the headquarters of Bank Leumi on the same day. Soon after, similar operations were carried out at

the headquarters of Discount Bank and Mizrahi-Tefahot Bank. In July 2005, and subsequently, the Bank was asked to

provide the Authority with additional materials. Several Bank employees were also called into the Authority’s offices

for questioning.

On March 19, 2008, the Bank received notification from the Antitrust Authority that the Antitrust Commissioner was

considering the possibility of exercising her authority under Section 43(A)(1) of the Restrictive Trade Practices Law,

1988 (hereinafter: the "Restrictive Trade Practices Law") to determine that restrictive arrangements existed between

the Bank and Bank Leumi, Discount Bank, Mizrahi Tefahot Bank, and First International Bank, with regard to the transfer

of information concerning fees. The Bank submitted its position to the Commissioner, backed by an economic opinion,

in which it stressed that there is no cause to ascribe restrictive arrangements with other banks to the Bank.

After the Bank submitted its arguments in writing, a discussion was held between the representatives of all of the

banks referenced in the aforesaid letter and the Commissioner, during which the Commissioner proposed that the

banks pay an aggregate sum of NIS 290 million (of which NIS 80 million by the Bank), and that future rules of conduct

be anchored in a consensual order pursuant to Article 50A or 50B of the Restrictive Trade Practices Law. The Bank

rejected this proposal, and to the best of its knowledge, the other banks responded in the same manner.

On April 26, 2009, the Antitrust Commissioner issued a declaration, within her authority under Section 43(A)(1) of

the Restrictive Trade Practices Law, stating that restrictive arrangements existed between the Bank and Bank Leumi,

Discount Bank, Mizrahi Tefahot Bank, and First International Bank until 2004. The Commissioner's declaration states

that information transferred among the banks, as detailed in the declaration, constitute a restrictive arrangement. The

Bank intends to file an appeal of this declaration with the Antitrust Tribunal. Pursuant to the provisions of Section 43

of the Restrictive Trade Practices Law, this declaration may serve as alleged evidence in any other legal proceeding.

Investigation of the Violation of the Provisions of the Prohibition of Money Laundering Law at a

Branch of the Bank

On March 6, 2005, the Israel Police opened an overt investigation of suspicions of violations of the Money Laundering

Prohibition Law. In the course of the investigation, the police seized documents and records from various Bank offices

and from the offices of Poalim Trust Services Ltd. (hereinafter: the "Trust Company"). The police summoned employees

of the Bank and of the Trust Company, including officers, for questioning. In addition, certain customers’ accounts were

frozen, some of which served as collateral for credit.

Further to this investigation, indictments were filed regarding offenses under the Prohibition of Money Laundering

Law, as follows: Two mid-level employees at one of the Bank’s branches were indicted in February 2006; in December

2009, the District Court cleared these two employees of all charges; the State’s Attorney filed an appeal with the

Supreme Court regarding the acquittal of one of the two employees; the Supreme Court expunged the appeal

by the State’s Attorney on May 18, 2011, making the employee’s acquittal final; two additional mid-level employees

from the same branch were indicted in December 2008; on August 22, 2010, the District Court cleared these two

employees of all essential charges, and ruled to dismiss the indictment due to abuse of process. In October 2009, an

indictment was filed against the Trust Company and against the former chairman of the board of directors and CEO

of the Trust Company, its attorney, and an employee of the Bank.


On February 15, 2012, the District Court approved a plea bargain in which the Trust Company admitted to two

offenses in the area of proper management and was fined in the amount of NIS 42 thousand. In addition, the Trust

Company will pay an amount of NIS 9 million to the Administrator General; it is clarified in the plea bargain that

this payment does not constitute a fine and is not a component of any type of penalty. Within the plea bargain, the

two former officers of the Trust Company admitted to the offenses in the area of proper management. Fines were

imposed upon them, in the amount of NIS 21 thousand for one of the officers and NIS 15 thousand for the other

officer, as well as a suspended sentence. The charges included in the original indictment against the two employees

of the Bank (who were not employed by the Trust Company) were dropped.

The Bank received two letters of demand pursuant to Section 194 of the Companies Law, 1999 (hereinafter : the

"Demands"), in connection with the contractual engagement of Tarshish Holdings and Investments Hapoalim Ltd.

(hereinafter: "Tarshish"), a wholly owned subsidiary of the Bank, in 2005, in an agreement (hereinafter: the "Acquisition

Agreement") to acquire control of the Turkish bank currently known as Bank Pozitif Kredi Ve Kalkinma Bankasi A.S.

(hereinafter : "Bank Pozitif"). Pursuant to the Acquisition Agreement, the foreign investment fund RP Explorer Master

Fund (hereinafter : "RP") was also entitled to invest in the capital of Bank Pozitif, at a price identical to the price of

the investment by Tarshish, and to receive an allocation of 7.45% of its allocated share capital. Under an additional

agreement between the Bank and RP, RP received an option from the Bank to purchase additional shares of Bank

Pozitif from the Bank, at agreed terms and dates, up to a ceiling of approximately an additional 7.45% of the capital

of Bank Pozitif, provided that the holdings of Tarshish in Bank Pozitif would not fall below 50.1% of its issued capital.

The RP fund did not execute any investment in Bank Pozitif, also taking into account later understandings reached

with RP. Further to these understandings, in 2008 the Board of Directors approved a payment in the amount of

USD 25 million to RP settle all of its claims.

According to the parties filing the Demands, the aforesaid payment to RP was inappropriate and tainted with

personal interests of Mr. Dan Dankner, who served on all of the relevant dates as a director of the Bank, was part

of the controlling group of the Bank in 2005, and served as Chairman of the Board of Directors of the Bank in

2008. According to the first argument, the personal interest of Mr. Dankner fundamentally invalidates the Acquisition

Agreement; according to the second argument, the personal interest of Mr. Dankner invalidates the payment decided

upon in 2008.

In the Demands, the Bank is required to claim reimbursement of the aforesaid sum of USD 25 million, plus interest,

from RP, Mr. Dan Dankner, and additional directors of the Bank (some of whom have resigned from the Board of

Directors in the interim).

The Board of Directors of the Bank held discussions of the two Demands and resolved to deny them, after determining,

among other matters, that conceding to each of the Demands would not be in the best interests of the Bank, also

taking into account that it is doubtful whether there is a strong probability of winning such a claim.

After the first Demand was denied, the shareholder who had filed the Demand filed with the court for permission

to file a derived claim on behalf of the Bank against Mr. Dan Dankner, against those serving as members of the Board

of Directors of the Bank in December 2005, and against RP (hereinafter, jointly, the "Defendants").

In the petition to approve the derived claim, the applicant claims that the Defendants, jointly and separately, caused the

Bank to incur damage in the amount of NIS 88 million, and that they should compensate the Bank for this amount.

Against Mr. Dan Dankner, the claimant claims that the Acquisition Agreement and the aforesaid payment to RP were

tainted by his personal interest and were not approved lawfully. Against RP, the claimant claims that it knew of the

personal interest of Mr. Dankner and the lack of approval. Against the other directors, the claim is that they failed to

fulfill their duty of care towards the Bank.


On July 11, 2010, a derived claim was filed with the District Court of the Central District, with a petition to certify

the claim as an additional derived claim against Mr. Dan Dankner; members of the Board of Directors of the Bank

who served as directors in February 2008; Tarshish Hapoalim Holdings and Investments Ltd. (hereinafter : "Tarshish"),

which is a subsidiary of the Bank; and RP (hereinafter, jointly, the "Respondents"), and against the Bank as a formal

respondent, in which the claimant petitions the court for permission to file a derived claim on behalf of the Bank

against the Respondents, and to obligate them, jointly and separately, to pay the Bank the sum of approximately

NIS 72 million. This claim and the petition to certify it as a derived claim concern the aforesaid Acquisition Agreement

and the compensation granted to RP, which according to the claimant was higher by USD 20 million than the

compensation agreed upon in the Acquisition Agreement. The claimant claims that the payment to RP was performed

by the Bank in violation of the duty of loyalty of some of the Respondents, and in violation of the duty of care of the

other Respondents.

On October 19, 2010, the President of the Supreme Court ruled to unify the proceedings in the two Demands.

In a hearing held before the District Court on February 10, 2011, the court ordered an amended claim to be filed,

unifying the two claims (hereinafter, jointly: the "Unified Claims").

On September 15, 2011, the Bank received an additional letter of demand, pursuant to Section 194 of the Companies

Law, 1999, in connection with the contractual engagement of Tarshish in the Acquisition Agreement. The demand

alleges that Mr. Shlomo Nehama, who served as Chairman of the Board of the Bank and was one of the controlling

parties of the Bank at the date of the acquisition of control of Bank Pozitif and during the negotiations with RP, invested

a total of approximately USD 1 million in the RP fund at that time, and was therefore tainted with personal interest

in the Acquisition Agreement and in the aforesaid negotiations.

On October 31, 2011, prior to the discussion of this demand by the Board of Directors of the Bank, a claim was

filed with the Economic Department of the District Court of Tel Aviv, with a petition to certify the claim as a derived

claim against Shlomo Nehama, regarding this matter (hereinafter : the "Third Claim"). The Third Claim alleges that the

conduct of Mr. Nehama caused damage to the Bank in the amount of NIS 88 million.

In a pretrial proceeding held for the Unified Claims on November 16, 2011, the parties reached a procedural

arrangement pursuant to which, among other matters: (a) the Unified Claims will be amended such that the matters

described in the Third Claim are added to them; (b) the members of the Board of Directors of the Bank who served

in 2005, with the exception of Mr. Shlomo Nehama, will be expunged from the claims; and (c) the Third Claim will

be consensually expunged.

Business Strategy and Objectives The Bank operates under a long-term strategic plan approved in late 2009, which is examined each year and adjusted

to changes in the business environment in Israel and globally and to changes in the competitive landscape in which

the Bank operates. At the end of 2011, the Board of Management and Board of Directors of the Bank approved the

Bank’s work plans and business objectives for 2012, based on its multi-year strategic plan, while making adjustments to

the plan derived from the existing and mounting risks in the global economy, with an emphasis on the development

of the sovereign-debt crisis in Europe, the slowdown in growth forecasts for the Israeli economy, and the changes

and developments in the competitive environment for the various segments of the Bank’s activity.

The Bank's multi-year strategic plan takes into consideration the caution necessitated by the risks still present in the

global economy and the Israeli market, and balances risk and return considerations. This plan is expected to enable

the Bank to continue to pursue a long-term trajectory of stable growth, despite the challenges and instability in the

global economy and financial system, while generating a double-digit return on equity and solidifying the leadership

of the Bank in the Israeli banking system.


At the end of 2011, as part of the Board of Directors’ and Board of Management’s commitment to and focus on

effective implementation of the strategic plan, the Bank completed a process of the first of its type in Israel to obtain

international certification for the Strategic Management methodologies, work processes, and technological tools that

have been introduced over the last three years. The certification is granted by the international Palladium Group,

founded by Prof. Kaplan and Prof. Norton of Harvard University, the inventors of the Balanced Scorecard method.

The Bank thereby became the first organization in Israel to earn this certification, which is the highest rank in the

international Strategic Management certification system of the Palladium Group. The certification was granted following

a prolonged examination of the implementation of the Strategic Management approach at the Bank. This management

philosophy has facilitated a leap forward in the ability of the Board of Management and Board of the Directors of

the Bank to navigate towards realization of the strategic plan over the last two years.

The multi-year strategic plan is focused on five main axes:

• ExpandingrelationshipsandactivitywiththeBank'scustomers,basedoninnovationinserviceandinchannels

of activity, professional skill, and the creation of solutions tailored to customers’ needs, with the aim of reinforcing

the Bank's leadership in Israel.

• Creatingaplatformforfuturegrowthininternationalactivitybasedoncustomerrelationships,whileleveraging

the Bank’s strengths in commercial and corporate activity and in private-banking services for high-net-worth

customers.

• Developmentandexpansionofincomesourcesfrominvestmentactivity,basedonspecializationinthemanagement

of the Bank's relationships with its customers.

• OperationalexcellenceintheexecutionofexistingactivitiesandintherealizationoftheBank'sgrowthplans,

while streamlining and curbing expenses.

• Strengtheningglobalriskmanagementandcapitalmanagementcapabilities.

The Bank will work to progress on these axes while emphasizing the cultivation of its human capital and excellence

within the organization, based on the core values of the Bank and in alignment with the principles of sustainability, as

defined in the Bank's vision. In this context, the Bank will work to continue to lead the financial industry in the areas

of corporate social responsibility and contribution to the community, as it has in recent years.

In the Retail Banking Area, the Bank will make focused, resolute efforts to solidify and strengthen its leadership. The

Bank will focus on improving the value offered to its customers and on providing a comprehensive solution tailored

to customers' requirements and needs, by means including optimization of the distribution of the branch network

and opening branches in formats suited to customers, as well as strengthening of the multi-channel value offer and

customer experience through constant improvement and addition of advanced technological transactions and services

via a range of channels: mobile devices, Internet, self-service stations, and more. The Bank accords high importance

to customer service and continually strives to significantly improve service while making use of technological means

and adapting service to customers’ needs.

In the Corporate Banking Area, the Bank will continue to work to preserve its leading position with customers in

the corporate segment - the largest companies and businesses in the Israeli economy. The Bank aims and is working

to extend and develop its activity with these clients, with an emphasis on the expansion of the service and product

offering and the creation of a comprehensive package of specially tailored services providing the optimal solution to

the needs of clients in this sector. The Bank also expects this activity to enable it to increase its non-credit revenues in

this sector. Concurrently, the Bank will work to achieve a leap forward in its activity in the "middle-market" business

sector, which is an important element of the backbone of the Israeli economy, through means including the network

of Business Branches which the Bank will continue to deploy in the coming year, and an improved and expanded

value offer for customers in this sector.


The activity of the Bank in the capital market and in the area of treasury management is centralized under the

Financial Markets Area, a new Area formed as a result of the transfer of brokerage activities, securities clearing and

operation, and services for financial asset managers from the Client Assets Area to the Global Treasury Area. The

emphasis in these activities will be placed on adapting the Bank’s alignment to the needs of its customers, in Israel

and overseas, and to the changes in the capital and financial markets. The Bank will continue to work to implement

a strategic plan based on global treasury management, encompassing the dealing rooms in Tel Aviv, New York, and

London, while continuing to reinforce the infrastructures of the operational systems serving the dealing rooms and

the area of asset and liability management at the Bank. The Bank will also continue to strengthen the management

of its proprietary ("nostro") banking portfolio, with an emphasis on prudent management of the mix in the portfolio

alongside risk management.

In overseas operations, led by the International Area, the Bank will work to continue the development of Global

Private Banking. In this area of activity, the Bank aims to continue to improve its abilities in products and expand the

service package offered to its customers, in order to strengthen the platform for the organic growth of its asset

portfolio, with a focus on high-net-worth clients.

The Bank will work to strengthen the connections between its international operations and the activity of its customers

in Israel, in order to maximize possible synergies from the provision of banking services overseas to customers of

the Bank. The Bank will offer Global Private Banking services to its customers at its specialized centers, as well as

business services, primarily in the financial centers of Switzerland, New York, and London. At the same time, the Bank

is following the changes in the developing markets in order to take advantage of opportunities for expansion, mainly

through support for trading and investment activities of Israeli companies.

Striving for operational excellence and improving expense management will continue to be key principles for the

Bank. The Bank will work to improve its operational efficiency ratio throughout the period of the strategic plan. The

push towards operational excellence will allow the Bank to make optimal use of its existing resources in order to

realize new initiatives. The Bank will work to continue to streamline and improve work processes at its head office and

administrative units, with an emphasis on expansion and development of the Central Back Office, where activities not

involving direct contact with customers will be channeled, thereby improving service to customers while strengthening

operational excellence.

It should be noted that the strategic plan sets ambitious goals for each of the Bank’s activities, yet in any planning,

especially in planning several years ahead, and all the more so during a period of changes and turmoil in the global

economy and in the world financial system, a considerable degree of uncertainty must be taken into consideration.

Various diverse factors may prevent the assumptions on which the strategic plan is based from materializing, or may

prevent them from materializing in full, and may prevent the realization or full realization of future plans. Among these

factors, it should be noted that the success of a plan of this kind depends on the Bank’s internal ability to carry out its

objectives, as well as on the business environment in Israel and globally and on macro conditions. Special importance

should be accorded to the condition of the global economy, and to the economic, political, and security situation in

Israel and in the region. It should be taken into consideration that a high level of uncertainty remains with regard to

the growth rates that will accompany the recovery of the real economy in Israel and globally in the coming years.

It is emphasized that the Bank’s approved work plans and the working assumptions on which they are based refer

to the Bank’s future activities; therefore, all of the above information in this section with regard to the Bank's action

plans and intentions is "forward-looking information".


Risk Management General

The Bank’s activity is accompanied by financial risks: credit risks, which represent the risk that a borrower or debtor will

default on scheduled payments to the Bank as defined in the credit agreement; market risks deriving from exposure

to changes in rates in the financial markets, such as exchange rates, interest rates, and inflation; an additional financial

risk is liquidity risk, which is the risk to a banking corporation’s profits, stability, and ability to continue its routine

operations resulting from uncertainty with regard to its ability to supply its liquidity needs. These risks are managed

by designated members of the Board of Management and under their responsibility. The member of the Board of

Management responsible for managing credit risks is Mr. S. Gal. The member of the Board of Management responsible

for managing market and liquidity risks is Ms. A. Levin. A regulatory requirement of capital adequacy applies to credit

risk and market risks.

Other non-financial risks are mainly legal risk and operational risks. Legal risk is managed by the Chief Legal Advisor,

Attorney I. Mazur. Operational risk, excluding legal risk, is managed by each member of the Board of Management

in the area of activity for which he or she is responsible. Operational risk is defined as the risk of losses that may be

caused by failed or faulty internal processes, human actions, system malfunctions, or external events. A regulatory

requirement of capital adequacy applies to operational risk as of the end of 2009.

Other risks to which the Bank is exposed are handled directly as part of the management of its business: reputation

risk, competitive risk, regulatory and legislative risk, economic risk, and political/security-related risk.

The Supervisor of Banks has set forth guidelines concerning risk management in the Proper Conduct of Banking

Business Directives. The directives detail the risks to which a banking corporation is exposed and stipulate various basic

principles for the management and control of risks, including suitable involvement in and thorough understanding of

risk management by the board of directors of the banking corporation, the management of risks by a risk manager

who is a member of the board of management, the employment of tools for the assessment and measurement of

risks, and the creation of means for supervision and control, including the existence of an independent risk-control

function. The Bank operates in accordance with the guidelines of the Supervisor of Banks concerning the Chief Risk

Officer and the risk-management function. In addition, the Bank has established methodologies and work plans for

the implementation of the directives of the Supervisor of Banks concerning exposure to environmental risks and to

large borrowers.

Risk management is performed based on a global view of the Bank’s activity in Israel and of activity at the Bank’s

branches abroad, with due attention to the activity of banking subsidiaries. Risks are managed separately by each

banking subsidiary in the Bank Group, according to policy formulated by each company’s board of directors and

presented to the Board of Directors of the Bank. The Bank manages the various risks, using hedges for some risks,

as detailed in the relevant sections below. Risk control and the assessment of financial risks and operational risks are

performed based on a uniform methodology at the Group level, under the direction of the Risk Management Area,

taking into account the unique characteristics of the activity of each subsidiary.

Structure and Organization of the Risk Management System

The Board of Directors’ Committee on Risk Management and Control and Basel ll Implementation –

A Board of Directors’ Committee on Risk Management and Basel ll Implementation is in operation at the Bank. The

committee’s mission is to formulate the Bank’s risk-management policy, including establishing risk limits in the various

areas of activity, examining the Bank’s risk profile, monitoring the implementation of the established risk-management

policy, and examining the processes and actions to be implemented by the Bank in order to comply with all regulatory

directives concerning risk management.

The Board of Directors’ Committee on Risk Management and Basel ll Implementation and the plenum of the Board

of Directors receive reports on risks and on the execution of approved policies, at least once each quarter.


The Board of Management's Committee on Risk Management and Basel II Implementation Headed

by the CEO – The Board of Management's Committee on Risk Management, headed by the CEO of the Bank, is

responsible for planning the Bank's risk-management policy, risk limits, and reporting and control procedures, and for

examining the Bank's overall risk profile and the interactions among the various risk types and factors.

The Board of Management's Committee on Compliance Headed by the CEO – The Board of

Management's Committee on Compliance, headed by the CEO, was established in the first quarter of 2011. The

objectives of the committee include strengthening and solidifying compliance at the Bank and addressing matters

requiring special attention.

The Risk Management Area – The member of the Board of Management responsible for the Risk Management

Area is Mr. D. Koller, Chief Risk Officer. The Area’s primary objective is to instill an advanced culture of risk management

and monitoring at the Bank Group, while formulating risk-management policies and methodologies in line with the

goals of the Group and with the Basel II directives and the directives of the Supervisor of Banks. The Risk Management

Area ensures the existence and quality of the key risk management processes of the Group: identification, assessment,

establishment of risk tolerance limits, establishment of control mechanisms, monitoring of positions, and reporting. The

Area leads and coordinates the ICAAP and is an active participant in capital management. The Risk Management Area

is comprised of four units: (1) the Credit Risk Management Unit, which consists of two departments: the Credit Risk

Analysis and Management Department, and the Credit Control Department; (2) the Operational and Market Risk

Management Unit, which consists of two departments: the Operational Risk Management Department, and the Market

and Liquidity Risk Management Department; (3) the Chief Compliance Officer Unit, which consists of three main

units: the Compliance Department, the Anti-Money Laundering and Prevention of Terrorism Financing Department,

and the International Compliance and Anti-Money Laundering Unit; and (4) the Basel II Plan Administration.

Financial Risks

A. Credit Risks

General

Credit risk is the risk that a borrower or debtor may default on obligations to the Bank under a credit agreement.

The credit portfolio is a major component of the asset portfolio of the Bank Group; therefore, deterioration in the

stability of the various borrowers can have an adverse effect on the Group's asset value and profitability. In order to

manage credit risks, a credit-risk management policy, credit policy, and exposure limits for borrowers and/or sectors

and/or products in the various segments of activity have been defined for the Group.

Volatility in the global economic markets remains high, due to the debt crisis in Europe and the uncertainty regarding

economic growth in the United States. These events have led to steep declines on global stock markets, including the

TASE. The aforesaid events and the uncertainty concerning the economic plans of the Israeli government following

the social protests and the recommendations of the Trajtenberg Committee have increased the risk level in the

economy. Accordingly, the Bank mapped the segments likely to be significantly affected by these changes, updated its

exposure policies as necessary, and increased controls in these areas.

In addition, recent reports indicate an increased probability of a slowdown in the residential real-estate market in Israel,

which, if it persists, may have a negative effect on the repayment capability and value of collateral of borrowers in the

construction and real-estate sectors and on mortgage takers. Consequently, and due to the increase in uncertainty

in the economy, the Bank has implemented stricter criteria for granting mortgages.

The decrease in prices and increase in yields of corporate bonds may impede companies that had planned to raise

funds through the capital market and damage such companies’ sources of financing. These declines also affect the

value of financial collateral provided against credit.

Due to these signs of an increase in credit risk, the Bank has increased its controls and monitoring of exposures, with

thorough examination of borrowers’ ability to meet their obligations and of the quality of collateral.


Management of Credit Risks

The goal of credit risk management is to allow and ensure that the Group operates in accordance with the policies

and strategic objectives established, and within the risk appetite defined in the area of credit, from the level of the

single transaction to the overview of the credit portfolio.

The Bank’s policy on the management of credit risks is based on diversification of the credit portfolio and controlled

management of risks. Risk diversification is reflected by the distribution of the Bank’s credit portfolio among a large

number of borrowers in different sectors of the economy, among the different linkage segments, and among different

geographical regions overseas. The policy of distributing risks among economic sectors is based on an estimate of

anticipated developments in the different sectors. For this purpose, the Bank conducts industry-level surveys and

economic feasibility studies to evaluate the risk and business potential related to activity in the various economic

sectors. The Bank’s business objectives are determined in accordance with these surveys and studies.

The credit management system monitors credit exposure of customers on a daily basis, and credit-control systems

identify, monitor, and report to the responsible function and managers on negative signs regarding borrowers.

As part of its credit risk management policy, the Bank applies principles including the following:

1. Independence

The principle of independence is an essential element of proper corporate governance, in order to prevent conflicts

of interest and create a system of checks and balances. The goal of this principle is to ensure that the information

regarding risks reported to managers, and in particular to senior management and the Board of Directors, is objective

and is not influenced by other considerations, in particular considerations of business success and remuneration for

such success.

2. Hierarchy of authority

The Bank has a hierarchy of authority that outlines a sequence of credit authorizations, according to the level of

the debt of the borrower or group, the risk rating, and problematic classifications, allowing control over the process

of approving new credit transactions. The hierarchy of authority provides a definition of individual credit approval

thresholds and thresholds for transfer to approval committees, as well as the composition of such committees. On

June 30, 2011, the Board of Directors approved a hierarchy of authority for the approval of new credit, which is also

consistent with the recent changes in the requirements of Proper Conduct of Banking Business Directive No. 301.

3. Comprehensive view of the customer/group

Management of risk groups encompassing several borrowers who are related in terms of risk, such as a company and

its subsidiaries, a married couple, etc. The activity of customers and groups is overseen by a customer manager who is

responsible for all activities of that borrower/group. Information systems continuously provide the customer manager

and his or her staff with a comprehensive view of the activity of the customer/group, including the level of credit risk.


4. Credit policies and procedures

The Bank's credit policies and procedures are binding for everyone involved in the area of credit at the Bank. The

policies and procedures specify all of the principles and considerations related to credit granting, the authority to grant

credit, and the prohibitions and limitations applied to credit granting. The procedures are a key means of managing

credit risks, as they define the Bank's practices and principles in the areas of credit and collateral, including references

to customer types, economic sectors, types of credit, etc.

5. Uniform instruction and training

Employees involved in the area of credit undergo training and instruction on credit, foreign trade, and mortgages.

These sessions provide uniform training to all those involved in this area, imparting professional tools and teaching

the Bank's policies and principles in the area of credit.

Credit risk management policy at the Bank’s subsidiaries, offices, and branches abroad is based on similar principles to

those of credit risk management policy in Israel, adapted to regulatory requirements in each country. The Credit Risk

Management Unit at the Bank functions as the authoritative unit of the Group in the area of credit risks, with the aim

of allowing uniform, centralized risk management, reporting, and control at the level of the Group. Credit risk policy

at the Bank’s overseas subsidiaries and offices is approved by the local board of directors following consultation with

credit risk management officials at the Bank, and presented to the Board of Directors of the Bank.

Identification and Control of Credit Risks

The process of controlling and identifying credit risks is conducted by the three spheres of control. Risk at the level of

the overall portfolio of the Group is monitored by the Credit Risk Management Unit (as part of the second sphere of

control), which reports to the Board of Management and the Board of Directors of the Bank on trends and changes

in the credit portfolio, including the level of credit risk in the portfolio, compliance with limits, special events, an analysis

of concentration, extreme scenarios, and a presentation of general risk indices in Israel and globally.

The identification of credit risk in existing products is based on risk management, measurement, and control processes

at the various levels. The identification of risk in new products relies on the procedure for new products, which

specifies the policies and procedures to be followed for each new product at the Bank in order to identify all risks

involved in the product, assess the extent and materiality of such risk, and provide solutions for the measurement,

control, and hedging of the risk.

A quarterly and annual process has been designed in order to identify concentration risk and examine the potential

implications of various shocks (financial, political, and others) on the financial robustness of the Bank. This process

includes definition, examination, and reporting of the results of extreme scenarios, and mapping of the effects on

profit and on capital adequacy.


Risk Quantification and Measurement

Credit risk is quantified and measured on several levels: the level of the individual borrower, borrower groups by

area of activity, sectors of the economy, borrower sectors, products, and the overall portfolio of the Bank and of the

Group. Procedures for risk quantification and measurement and for the ranking of borrowers and of credit have been

developed and implemented for each area of activity and type of credit. These processes combine assessments by

credit experts with decision-making processes and advanced statistical models.

In the area of financing of Bank customers’ transactions involving derivative financial instruments, the Bank has

developed computerized models for measuring and controlling the level of counterparty risk at the transaction

level and the customer level. These models allow the Bank to regularly monitor customers’ financial situation. In this

activity, credit risk at a particular date is defined as the total of the value of the present position plus potential risk of

future losses arising from volatility of the underlying assets in the position of the counterparty, taking into account

offsets and correlation between the transactions; this represents the Bank’s loss in the event of default by the client.

Rules and working procedures have been defined to determine the level of collateral required for these transactions.

Rules have also been defined for the closing of exposures with respect to transactions and to customers. Limits on

exposure to counterparties are set by the appropriate credit authorities at the Bank.

Risk Alignment

The mix and risk profile of the credit portfolio are managed through several mechanisms:

1. The credit policies defined for the various areas of activity and economic sectors.

2. A system of limits, including concentration limits for various parameters such as economic sectors, borrowers,

borrower groups, and products.

3. Price policies, which take risk into account, with a comprehensive view of the customer.

4. Active management of the risk profile of the portfolio.

The Board of Directors of the Bank establishes credit policies, which are routinely examined and updated according

to the changes in the financial markets and in the economy. This policy includes various restrictions of the credit

portfolio, which include exposure limits by economic sector, country, and financial institution, as a function of the risk

level estimated by the Bank. Limits are also imposed on the maximum exposure to a single borrower, based on the

credit rating assigned to the customer, which reflects the customer’s risk level; and on maximum exposure to a group

of borrowers. Procedures are in place for the monitoring and control of compliance with such limits. The Board of

Directors receives quarterly reports on limit control.

Within collateral policy, principles and rules have been set forth to determine the value of collateral with respect to

its type and the type of credit that it secures, such as: the estimated time range and expenses necessary for realization

of the collateral, type of indexation, volatility in the value of the collateral, etc. Procedures have also been defined

for the processing of collateral and for monitoring changes in collateral and its value. A computerized collateral-

management system is operational with respect to most types of collateral. Collateral received by the Bank to secure

credit includes financial assets, real-estate assets, and other assets. Against credit granted to companies, the Bank also

receives collateral in the form of general floating liens on the companies’ assets.


Leveraged Financing

From time to time the Bank provides leveraged financing to its customers. Leveraged financing is financing granted

for the purpose of acquiring means of control of corporations, at a rate of financing that is higher, at the date of

the transaction, than the customary rates in the industry (Proper Conduct of Banking Business Directive No. 323

includes certain limits on transactions providing financing for the acquisition of means of control that meet the criteria

established in the said directive). Transactions of this type are approved following individual analysis. In addition, once

each quarter the Board of Management and the Board of Directors receive reports on the development of the credit

and the analysis of the aforesaid transactions, in order to assess the risks inherent in the transactions.

The following table lists the Bank's exposures to leveraged financing as of December 31, 2011, by economic sector

of the acquired company:

Number of borrowers

Balance of balance-sheet

credit

Balance of off-balance-sheet

credit

Total*

Economic sector of acquired company NIS millions

Construction and real estate 10 2,138 - 2,138

Financial services 12 1,644 - 1,644

Other business services 6 537 - 537

Commerce 6 1,680 - 1,680

Industry 9 633 - 633

Communications and computer services 1 80 - 80

Electricity and water 1 490 - 490

Agriculture 1 50 - 50

Total 46 7,252 - 7,252

* Net of individual provision for credit losses in the amount of approximately 375 million NIS.

The following table lists the Bank's exposures to leveraged financing as at December 31, 2010, by economic sector

of the acquired company:

Number of borrowers

Balance of balance-sheet

credit

Balance of off-balance-sheet

credit

Total*

Economic sector of acquired company NIS millions

Construction and real estate 11 2,934 - 2,934

Financial services 14 1,795 - 1,795

Other business services 5 590 - 590

Commerce 7 1,559 151 1,710

Industry 9 932 - 932

Communications and computer services 3 201 - 201

Electricity and water 1 603 - 603

Total 50 8,614 151 8,765

* Net provisions for doubtful debts in the amount of approximately NIS 1,857 million.


Credit Exposure to Foreign Financial Institutions

In the course of its routine business operations, the Bank Group is exposed to risk arising from credit exposures to

foreign financial institutions. This risk is evident in a variety of activities with financial institutions, such as transactions

carried out at the Bank's dealing rooms (deposits, foreign-currency balances, and derivatives), purchases of bonds issued

by such institutions, financing of the various types of foreign trade, capital-market activity, and account management.

The foreign financial institutions include banks, investment banks, insurance companies, broker-dealers, and institutional

entities, mainly pension funds.

The exposure to foreign financial institutions is influenced both by the specific condition of each institution and by

the risk level of the countries in which it operates, and may be affected by events in foreign countries that can cause

a decrease in the value of the Bank’s assets or impair the foreign institutions’ ability to meet their obligations, including

obligations to the Bank Group. Such events include financial or economic crises, the effects of changes in political

conditions in various countries, social instability, and more. It should be emphasized that the majority of the Bank

Group's credit exposures to foreign financial institutions are to banks, and most of these exposures are to the banking

system in Western Europe and North America; exposure to other financial institutions is relatively low.

Due to the financial crisis, which peaked in 2008-2009, the Bank took steps to minimize risk by channeling activity

in derivative financial instruments to institutions with which Credit Support Annex (CSA) agreements have been

signed (offsetting agreements that limit and minimize the credit risks in this activity, through daily account settlement

usually performed between the Bank and the counterparty, pursuant to the agreement). Settlement risks were also

neutralized by conducting currency settlement activities through the international clearinghouse known as CLS

(Continuous Linked Settlement).

Credit policy is continually examined and adjusted to developments in the global markets. Accordingly, in view of the

economic crisis experienced by several European countries over the last year, exposures to these countries were

reduced or suspended, based on the developments in each country and the frequency of monitoring and controls

of exposures to institutions in these countries has been increased. This monitoring is based on routine examination

of several indicators, among other matters: the position of the international rating agencies; price movements in the

capital markets, including prices of insurance for financial assets (CDS); financial statements; macro-economic forecasts

and estimates; and an examination of countries’ ability to support the financial sector if necessary.

For further details, see the section "Economic and Financial Review", above.


The following table details the Bank Group’s exposure to foreign financial institutions as at December 31, 2011(1):


Current off-balance-sheet

credit risk(3)

Total credit risk

External credit rating(5) NIS millions

AAA to AA- 2,278 2,281 4,559

A+ to A- 9,999 685 10,684

BBB+ to BBB- 128 33 161

BB+ to B- 189 16 205

Lower than B- 56 56

Unrated** 517 52 569

Total current credit exposures to foreign financial institutions* 13,167 3,067 16,234

Of which: Balance of problematic debts(4) 85 - 85

Of which: Balance of impaired debts 85 - 85

Individual allowance for credit losses 55 - 55

Total current credit exposure to foreign financial institutions after deduction of the individual allowance for credit losses 13,112 3,067 16,179

Group allowance for credit losses 9 2 11

* The balances include the exposure of the Bank Group to financial institutions in the following countries: Spain - Total exposure of approximately NIS 79 million, of which NIS 78 million rated A and NIS 1 million rated BBB (total

exposure at the end of 2010 was NIS 129 million rated AA- or higher). Ireland - Total exposure of approximately NIS 13 million, of which approximately NIS 8 million rated AA-, NIS 2 million rated

BB+, and the remaining NIS 3 million unrated (total exposure at the end of 2010 was approximately NIS 16 million, of which a total of approximately NIS 8 million rated AA, NIS 5 million rated A-, NIS 2 million rated BBB, and the remaining NIS 1 million unrated).

Italy - Total exposure of approximately NIS 17 million, of which NIS 6 million rated A and approximately NIS 11 million rated BBB+ (total exposure in 2010 was approximately NIS 75 million, of which approximately NIS 2 million rated AA-, approximately NIS 53 million rated A+ and approximately NIS 20 million rated A).

In Portugal and in Greece, exposure to financial institutions is minimal, in the amount of less than NIS 1 million.** Of which, clearing houses overseas constitute 50% of the balance. The remaining amount is distributed among a long list of

banks and financial institutions. (December 31, 2010: 24% of the balance).(1) Foreign financial institutions include banks, investment banks, broker-dealers, insurance companies, institutional entities, and

entities controlled by such entities.(2) Deposits with banks, credit to the public, investments in bonds, securities borrowed or bought in resale agreements, and other

assets in respect of derivative instruments.(3) Mainly guarantees and commitments to grant credit. The present off-balance-sheet credit risk does not include credit risk in

off-balance-sheet financial instruments, as calculated for the purposes of the limits on indebtedness of a borrower.(4) The risk of credit that is impaired, substandard, or under special supervision.(5) According to the lowest of the long-term foreign-currency credit ratings assigned by any of the major rating agencies: S&P,

Moody’s, and Fitch. Ratings as at March 1, 2012. (December 31, 2010: Ratings as at March 1, 2011).


The following table details the Bank Group’s exposure to foreign financial institutions as at December 31, 2010(1):


Off-balance-sheet credit risk(3)

Total credit risk

External credit rating(5) NIS millions

AAA to AA- 4,212 1,382 5,594

A+ to A- 6,188 312 6,500

BBB+ to BBB- 202 503 705

BB+ to B- 129 12 141

Lower than B- 21 - 21

Unrated** 284 33 317

Total credit exposures to foreign financial institutions* 11,036 2,242 13,278

Balance of problematic debts(4) 49 - 49

Details of expenses charged to the statement of profit and loss in respect of exposure to foreign financial institutions:

For the year ended

December 31, 2011

December 31, 2010

NIS millions

Deposits\credit with foreign banks and financial institutions 25 6

Securities of foreign banks and financial institutions 15 -

Total 40 6

* The balances include the exposure of the Bank Group to financial institutions in the following countries: Spain - Total exposure of approximately NIS 79 million, of which NIS 78 million rated A and NIS 1 million rated BBB (total exposure at the end of 2010 was NIS 129 million rated AA- or higher). Ireland - Total exposure of approximately NIS 13 million, of which approximately NIS 8 million rated AA-, NIS 2 million rated BB+, and the remaining NIS 3 million unrated (total exposure at the end of 2010 was approximately NIS 16 million, of which a total of approximately NIS 8 million rated AA, NIS 5 million rated A-, NIS 2 million rated BBB, and the remaining NIS 1 million unrated). Italy - Total exposure of approximately NIS 17 million, of which NIS 6 million rated A and approximately NIS 11 million rated BBB+ (total exposure in 2010 was approximately NIS 75 million, of which approximately NIS 2 million rated AA-, approximately NIS 53 million rated A+ and approximately NIS 20 million rated A). In Portugal and in Greece, exposure to financial institutions is minimal, in the amount of less than NIS 1 million.

** Of which, clearing houses overseas constitute 50% of the balance. The remaining amount is distributed among a long list of banks and financial institutions. (December 31, 2010: 24% of the balance).

(1) Foreign financial institutions include banks, investment banks, broker-dealers, insurance companies, institutional entities, and entities controlled by such entities.

(2) Deposits with banks, credit to the public, investments in bonds, securities borrowed or bought in resale agreements, and other assets in respect of derivative instruments.

(3) Mainly guarantees and commitments to grant credit. The present off-balance-sheet credit risk does not include credit risk in off-balance-sheet financial instruments, as calculated for the purposes of the limits on indebtedness of a borrower.

(4) The risk of credit that is impaired, substandard, or under special supervision.(5) According to the lowest of the long-term foreign-currency credit ratings assigned by any of the major rating agencies: S&P,

Moody’s, and Fitch. Ratings as at March 1, 2012. (December 31, 2010: Ratings as at March 1, 2011).


The exposure of the Bank Group to foreign financial institutions totaled approximately NIS 16.2 billion on

December 31, 2011, an increase of NIS 2.9 billion compared with approximately NIS 13.3 billion at the end of 2010.

This increase mainly resulted from an increase in balance-sheet exposure in respect of derivatives, in the amount of

approximately NIS 1.8 billion, and an increase in off-balance-sheet exposure in the amount of NIS 0.8 billion, mainly

from commitments to grant credit to foreign banks rated A- or higher.

Approximately 94% of the exposure to foreign financial institutions is to financial institutions rated A- or higher. The

Bank Group’s exposure to foreign financial institutions is distributed as follows: 81% in banks and banking holding

companies, 15% in other financial institutions, 3% in pension funds, and 1% in insurance companies. Most of the Bank

Group’s exposure is to foreign financial institutions operating in the United States (47%) and in Western European

countries (49%).

Some of the exposures presented in the table above are presented in Appendix 5 to the Management Review,

"Total Credit Risk to the Public by Economic Sectors", under the "Financial Services” sector, in respect of the activity

of borrowers abroad. The section "Balance Sheet Credit Risk” in Appendix 5 contains the balances of credit to the

public, investments in bonds by the public, securities borrowed or bought from the public under resale agreements,

and other assets in respect of derivative instruments where the public is the counterparty. However, Appendix 5 does

not include balances of deposits with banks, which are included in the above table. In addition, the section "Off Balance

Sheet Credit Risk” in Appendix 5 presents credit risk as calculated for the purposes of the limit on indebtedness of

borrowers, which is not included in the above table. For further details, see the section "Composition and Development

of the Assets and Liabilities of the Bank Group". Note that the credit exposures in the above table do not include

exposures to financial institutions that have full, explicit government guarantees.

Credit Exposure in Respect of Derivative Financial Instruments

The Bank executes transactions in derivative financial instruments as part of the management of market risks (linkage

base, currency, and interest rate exposures; see the section "Management of Market and Liquidity Risks”), and as a

service to its customers. The activity in derivative financial instruments involves a number of risks, as detailed below:

• Creditrisk–ThemaximumamountoflosstotheBankintheeventthatthecounterpartyfailstocomplywith

the terms of the contract.

• Marketrisk–Riskarisingfromfluctuationsinthevalueofthederivativefinancialinstrumentasaresultofchanges

in market prices, such as exchange rates, interest rates, inflation, etc.

• Illiquidity–Riskarisingfromaninabilitytocloseanexposurerapidlythroughsettlementincashorthroughthe

creation of an opposite exposure.

• Operationalrisk–Riskarisingfromerrorsintheoperationofthetransactions,fromformationtothecompletion

of account settlement, due to human errors or mechanical malfunctions or as a result of the realization of another

operational risk.

This activity is routinely administered and measured using specialized automated systems commonly used in the

international markets for these purposes, such as Opics, Summit, and Derivatech, as well as automated systems

developed by the Bank. Market risks arising from this activity are measured using the Algorithmics system. For details

regarding market risk measurement methodology, see the section "Risk Assessment and Control" below.


Credit risks arising from transactions in derivative financial instruments related to the counterparty to the transactions

are measured by applying conservative coefficients to the nominal amounts of the transactions, or using the scenarios

approach, in which the maximum potential exposure of the customer is calculated in a range of different market

situations, or using an internal model developed at the Bank, as detailed above. The measurement method is matched to

the customer according to the nature of activity in the customer's derivatives portfolio. Rules and working procedures

have been established in order to determine the required level of collateral for such transactions, as well as rules

regarding the actions necessary in order to close exposures, with regard to transactions and customers. Limits on

exposure to counterparties are established by the appropriate credit authorities at the Bank. Operational aspects

arising from this activity are examined and controlled routinely by a specialized unit.

The following table details credit exposures in respect of the positive fair value of derivative financial instruments, by

counterparty to the contract, as at December 31, 2011 (in NIS millions):

Credit rating

AAA to AA- A+ to A- BBB+ Total

Banks outside Israel:

United States(1) 24 1,332 - 1,356

England 250 673 11 934

Germany - 616 - 616

France - 939 - 939

Switzerland 8 517 - 525

Other 12 18 - 30

Eurozone – other - 49 - 49

Total banks outside Israel 294 4,144 11 4,449

Banks in Israel 1,665

Stock exchanges 274

Brokers/dealers(2) 856

Corporate clients by economic sector:

Financial services 2,273

Transportation and storage 162

Electricity and water 43

Construction and real estate 84

Other 1,115

Total corporate clients by economic sector 3,677

Total* 10,921

* The Bank has implemented the directives of FAS 157 concerning fair-value measurement as of January 1, 2011. The amounts in this table are presented before the attribution of the effects of the implementation of this standard.

(1) Of which, JP Morgan Chase – balance in the amount of NIS 1,155 million.(2) Of which, Goldman Sachs – balance in the amount of NIS 458 million.


Exposure of the Bank to securitization – A policy of reducing this portfolio was implemented due to the

crisis; the current volume of the exposure is approximately NIS 198 million, mainly resulting from credit lines to

corporations engaged in securitization.

Credit Exposure to Foreign Countries

The risk of credit exposure to foreign countries represents the possibility that an economic, political, or other event

in a foreign country may impair the value of assets of the Bank Group or negatively affect the ability of debtors in that

country to meet their obligations to the Bank Group. The risk of exposure to foreign countries includes cross-border

balance-sheet exposure (total balance-sheet exposure of the Bank in Israel to residents of foreign countries, plus

total balance-sheet exposures of the Bank's overseas offices to non-residents of the country in which the office is

located) as well as balance-sheet exposure of the Bank's overseas offices to local residents in those countries, net of

these offices' liabilities. Cross-border balance-sheet exposure risk is the risk that actions taken by foreign governments

may eliminate the possibility of converting currency and/or transferring currency outside the country (transfer risk),

thereby affecting the ability of companies and customers to execute cross-border transactions.

The risk of exposure to foreign countries is managed at the Bank by individually examining the risks arising from the

various countries, taking into consideration the countries' ratings by the international rating agencies S&P, Moody’s,

and Fitch. Appendix 6 to the Management Review details the total balance-sheet exposure, by country risk, and

divided into sectors (governments, banks, and others). The total exposure to foreign countries includes balance-sheet

exposures in respect of balance-sheet debt balances, net of local liabilities, securities, and other investments attributed

to countries other than Israel. The balance-sheet exposure was adjusted based on the final risk, taking into account

credit reinforcements, which include guarantees, tangible and liquid collateral, insurance contracts, participations in

risk, and credit derivatives. For further details, see the section "Composition and Development of the Assets and

Liabilities of the Bank Group", above.

The risk level in the global economic markets has risen recently, due to the debt crisis in Europe, and due to the

uncertainty regarding global growth, the credit-rating downgrade of the United States by S&P, from AAA to AA+, and

the way it is coping with its debt burden. The Bank is applying controls and monitoring credit risks arising from the

capital markets following these developments. For further details, see the section "Economic and Financial Review",

above. Balance-sheet exposure to foreign countries as at December 31, 2011 amounted to NIS 45.9 billion, compared

with NIS 28.8 billion at the end of 2010.

The off-balance-sheet exposure to foreign countries as at December 31, 2011 amounted to NIS 17.8 billion, compared

with NIS 35.5 billion at the end of 2010. Most of the decrease resulted from different weighting of off-balance-sheet

balances in respect of derivative financial instruments, following the implementation of the amendments to Proper

Conduct of Banking Business Directive No. 313, Limits on the Indebtedness of Borrowers and of Groups of Borrowers,

as of December 31, 2011.


Total principal exposures to foreign countries as at December 31, 2011 (in NIS millions):

Country

Total balance-sheet

exposure(1)

Total off-balance-

sheet exposure

Total exposure

Percentage of balance-

sheet exposure

United States* 17,371 7,103 24,474 37.8%

Switzerland 5,661 548 6,209 12.3%

England 6,431 3,634 10,065 14.0%

Germany 1,926 995 2,921 4.2%

France 2,200 1,282 3,482 4.8%

Ireland** 110 195 305 0.2%

Spain*** 124 129 253 0.3%

Portugal 1 - 1 0.0%

Greece 1 1 2 0.0%

Italy 49 32 81 0.1%

Other developed countries(2) 7,573 1,727 9,300 16.6%

Turkey 3,138 1,049 4,187 6.8%

Other less developed countries (LDCs)(3) 1,345 1,115 2,460 2.9%

Total exposures to foreign countries 45,930 17,810 63,740 100.0%

Total principal exposures to foreign countries as at December 31, 2010 (in NIS millions):

Country

Total balance-sheet

exposure(1)

Total off-balance-

sheet exposure

Total exposure

Percentage of balance-

sheet exposure

United States 4,762 11,483 16,245 16.5%

Switzerland 4,479 3,746 8,225 15.6%

England 4,303 8,565 12,868 14.9%

Germany 2,189 3,432 5,621 7.6%

France 1,628 4,377 6,005 5.7%

Ireland 215 178 393 0.7%

Spain 186 115 301 0.6%

Greece 2 1 3 0.0%

Italy**** 136 23 159 0.5%

Other developed countries(2) 7,400 1,743 9,143 25.7%

Turkey 2,757 1,197 3,954 9.6%

Other less developed countries (LDCs)(3) 743 668 1,411 2.6%

Total exposures to foreign countries 28,800 35,528 64,328 100.0%

* The increase in comparison to the end of 2010 mainly resulted from an increase in cash deposits with the Federal Reserve in the United States.

** The exposure in Ireland includes NIS 13 million to banks in Ireland and NIS 292 million to customers. Of the total exposure to customers, approximately NIS 191 million derives from a backup line granted by the Bank to an SPE incorporated in Ireland, which is engaged in securitization of debtors who are not residents of Ireland.

*** The exposure to Spain includes NIS 12 million to the Spanish government, NIS 208 million to banks, and NIS 33 million to customers. Of the total exposure to banks, approximately NIS 129 million constitutes off-balance-sheet credit risk in respect of derivatives, as calculated for the purposes of the limits on indebtedness of borrowers. Among other matters, the off-balance-sheet indebtedness includes exposure in respect of the "add-on" coefficient reflecting the potential future exposure for the remaining lifetime of the derivative contract, multiplied by three. Note that these derivatives were executed with parties with which CSA agreements have been signed in order to limit and minimize credit risks in derivatives activity.

**** Reclassified. Data of exposure to Italy, which was included in other developed countries, is presented separately.(1) After deducting liabilities of the Bank's overseas offices to local residents.(2) The main exposures arise from Canada, Luxembourg, and the Netherlands.(3) Less developed countries (LDC) – according to definitions of the World Bank, based on national per-capita income. The main

exposures arise from Kazakhstan and Russia.


Identification and Treatment of Borrowers in Distress

The Bank has established procedures for the identification and handling of borrowers who, according to the Bank’s

evaluation, may default on their obligations to the Bank. These borrowers are supervised and monitored more closely,

and the Bank endeavors to reduce its exposure to them by redeeming credit from the borrowers’ resources and/or

by obtaining additional collateral from them. In certain cases, customers are transferred to a division specializing in

monitoring and restructuring of customers’ debt, or to debt collection units. In addition, the Bank regularly reviews

the level of credit risk in borrower portfolios on the basis of conservative assumptions, classifies problematic credit

risk according to the rules in the directives of the Bank of Israel (impaired, substandard, or under special supervision),

and records a sufficient provision for credit losses in respect of the total credit risk at the Bank.

With regard to credit classified as "impaired", the provision for credit losses is derived from an individual examination

of the amount collectible from the customer (cash flows and/or expected realization of collateral), after capitalization

of the amounts according to the expected collection and realization dates. Debts not expected to be collected within

a reasonable period are written off in accounting, in accordance with the rules established in the Bank of Israel’s

directive. The collectible amount is determined with the inclusion of safety margins aimed at addressing situations of

uncertainty regarding the ability to repay the debt. However, because economic variables are involved, there is no

certainty that the collectible amount will not be lower than the estimate established, due to changes for the worse

in economic parameters or for any other reason.

The suitability of the classification of the debt and of the collectible amount is approved by an officer one authorization

level above the level of the authorization to grant the credit to the customer, with the necessary adjustments. For this

purpose, a process is in place in which a discussion regarding the suitability of the classification and of the collectible

amount for each such customer is held each quarter.

With regard to sound credit or problematic credit that is not impaired (substandard or under special supervision), a

"group provision” is calculated based on the history of credit losses in the economic sector to which the customer

belongs. In order to calculate the group provision, the Bank sets two provision rates for each economic sector, for

problematic and sound credit risk, on a quarterly basis. The rates are set based on a quarterly analysis of historical

credit losses, and on an analysis of market trends, in accordance with the instructions of the Bank of Israel.

With regard to borrowers in the housing finance sector, a provision is also calculated, according to the directives

of the Supervisor of Banks, taking into account the extent of the arrears of the borrower, such that the deeper the

arrears, the greater the rate of the provision out of the total credit. In addition, in accordance with the directives

of the Supervisor of Banks, a group provision is calculated in respect of housing loans granted with a high rate of

leverage in recent years.


The Credit Risk Management Unit

The Credit Risk Management Unit serves as an independent administrative unit for the management and analysis

of credit risks. The unit reports to the Chief Risk Officer and is independent of underwriting and credit approval

processes. The role of the unit is to formulate credit risk management methodologies in line with the strategic goals of

the Bank Group; to instill an organizational culture of rational risk-taking within limits – in other words, the execution

of transactions that do not exceed the limits, at a price congruent with the risk; and to apply controls to ensure the

Bank's compliance with the established policy. The unit serves as the administrative unit responsible for the control

of credit risk management processes and methodologies at the subsidiaries in the Bank Group. Two departments

operate within the Credit Risk Management Unit:

The Credit Risk Analysis and Management Department is responsible for the development of methodologies

for the identification, control, and management of credit risks; the development of models for credit risk rating

measurement and pricing, at the level of the individual borrower and at the portfolio level; the development of models

for the allocation of economic capital in respect of credit risk to the various segments; the advancement of preparations

for the measurement of credit risks in accordance with the advanced approach under Basel II; the development of

methodologies for the calculation of group provisions, for the implementation of the directive on impaired debts;

monitoring credit exposures, the level of credit risk, and compliance with credit limits within the Group, and reporting

the results to the Board of Management and Board of Directors; applying extreme scenarios at the level of the Bank

and of the Group; and monitoring, measuring, and managing credit concentration risk.

The Credit Control Department performs independent assessments of the level of credit risk of all of the

Bank’s major corporate borrowers, in a three-year cycle, or at a higher frequency for borrowers identified as having

risk potential. It also performs reliability tests on the credit ratings of the examined borrowers. The department is

responsible for credit-control activities at the branches of the Bank and at the subsidiaries overseas, and monitors

both control processes and the volume of control and execution of work plans.

B. Market and Liquidity Risks

General

Market risk – The risk of loss arising from change in the economic value of a financial instrument, or of a particular

portfolio or group of portfolios; and on the general level, a change in the economic value of the Bank due to changes

in prices, rates, spreads, and other parameters, detailed below:

Interest-rate risk – The risk of loss as a result of changes in interest rates in the various currencies.

Inflation risk and/or exchange-rate risk – The risk of loss as a result of changes in exchange rates or as a result

of changes in the consumer price index.

Share price risk – The risk of loss as a result of changes in stock prices or in stock indices. The Group holds shares

primarily for investment purposes (not for trading), and declines in the value of these shares may impair the profitability

of the Bank. The volume of holdings of the Group in shares available for sale as at the date of this report stands at

approximately NIS 1,538 million, and approximately NIS 52 million in shares for trading.

Spread risk – The risk of loss as a result of changes in the spreads between different interest-rate curves.

Liquidity risk – Defined as risk to the profit and stability of a banking corporation arising from an inability to supply

its liquidity needs. The Bank takes a broader view of liquidity management, referring not only to the Bank’s ability to

meet all of its current liabilities (including off-balance-sheet liabilities), but also to its ability to do so without damage

to its routine operations (i.e. to the Bank’s ability to continue to finance new business according to its wishes and

needs) and to its existing capabilities, and without sustaining exceptional losses.


Management of Market and Liquidity Risks

Market and liquidity risks are managed based on a global view of the Bank’s activity in Israel and at its branches abroad,

taking into account the activity of the banking subsidiaries. The Board of Management and the Board of Directors

approve areas of activity and risk limits. Market risk management policy is aimed at increasing expected profits on an

economic basis, while maintaining approved, controlled risk levels.

Global asset and liability management in the banking book (ALM) and trading management (in the dealing rooms)

are performed under the responsibility and direction of the Head of the Financial Markets Area. Routine management

and supervision of asset and liability management and trading management are under the responsibility of managers

in the Asset and Liability Management Division and in the Dealing Room Division of the Financial Markets Area in Tel

Aviv, and in asset and liability management units and dealing rooms at the Bank’s branches in New York and London,

which report professionally to the Head of the Financial Markets Area, as relevant. Routine control and monitoring

of activity at the branches abroad are performed by local units, in full coordination and with regular reports to the

corresponding Head Office units, in accordance with the control approach (the spheres of control).

In addition to the assessment of risks, examination of outcomes, and routine control of compliance with limits, various

units in the Financial Markets Area perform operational control activities. The goals of these controls are to check

for correctness, completeness, and congruence among the different databases in the various reporting systems and

to identify operational errors.

Risk limits reflect the Bank’s risk appetite for market risks – the level of risk which the Board of Management and

the Board of Directors are willing to bear in the course of business operations in order to achieve returns or value.

The limits are approved by the Board of Directors and fixed in regulations, including, among other things, limits on

the sensitivity of the Bank’s economic value to changes in the principal risk factors and specific limits for each of the

various trading activities. The main risk factors to which the Bank is exposed are shekel interest rates in the linked

and unlinked segments, inflation, and the NIS/USD exchange rate. The Bank's risk appetite is established in terms of

VaR and/or sensitivities and/or scenarios.

The Board of Directors and the Risk Management and Control and Basel II Implementation Committee receive

reports on activity, exposures, results of operations, and execution of approved policy, at least once each quarter.

These reports include: a review of topics discussed and reported in committees, including main resolutions; exposures

and risk levels utilized out of approved limits; results of operations; events requiring a report (losses, exceptions from

procedures, exceptional events); expansion of activities and authorizations for the various dealing rooms, in line with

approved authorizations; overview of risk at the Bank and banking subsidiaries in the Group; and a quarterly report

on the control of market risks.

ALM and market and liquidity risk management policy are defined and controlled by the Global Asset and Liability

Management Committee, which consists of members of the Bank's Board of Management, headed by the Bank’s Chief

Executive Officer. Policies, including the established limits, are submitted for discussion and approval to the Global

Asset and Liability Management Committee of the Bank’s Board of Management, the committees of the Board of

Directors, or the plenum of the Board of Directors, as relevant.

Ongoing activity is conducted by secondary committees, with the participation of senior officers of the Bank; one

secondary committee is headed by the Head of Financial Markets and another is headed by the Head of the ALM

Division. Local committees also operate in New York and London. The committees operate on the basis of resolutions

adopted by the Board of Directors and by its committees regarding exposure to market and liquidity risks, subject

to the directives issued by the Supervisor of Banks or by the local regulator, as relevant.


Market and liquidity risks are managed separately by each banking subsidiary in the Bank Group, according to policy

established by each company’s board of directors and in accordance with Group policy. Market and liquidity risks

are assessed and controlled based on a uniform methodology at the level of the Group, under the direction of the

Risk Management Area, taking into account the size of capital and the unique characteristics of the activity of each

banking subsidiary. Subsidiaries’ exposures to market and liquidity risks are examined by the Market and Liquidity

Risk Management Department in the Risk Management Area, and reported to the Board of Management and the

Board of Directors of the Bank at an appropriate frequency based on the risk level.

Market Risks

Market risk management at the Bank differentiates between exposures that arise in the course of the Bank’s routine

asset and liability management (ALM – the banking book, "non-trade”) and exposures in the trading book ("trade”).

A. Market Risks in the Banking Book

Exposures in the banking book – mainly arise in the course of routine banking activity, as a result of the provision

of services to the private and corporate sector. Changes in positions are usually gradual, as a result of clients’ reaction

to changes in prices or in expectations. Tools for the management of the exposures in the banking book include

pricing policy, proprietary portfolio management, issuance of debt instruments, and hedging through off-balance-sheet

transactions. The Bank’s management of non-trade exposures is based, among other things, on forecasts and working

assumptions regarding expected developments in financial and capital markets in Israel and worldwide, and is under

the responsibility of the ALM Division and the asset and liability management units in New York and in London. The

use of derivative instruments as part of the management of the Bank’s assets and liabilities (not for trading purposes)

is aimed at achieving objectives and complying with limits as approved by the Board of Directors (linkage-base,

currency, and interest-rate exposures).

Linkage-base exposure – Defined as the exposure of active financial capital to three linkage segments: unlinked

shekel; CPI-linked shekel; and foreign currency, including foreign-currency-linked shekel. This refers to global exposure,

balance sheet and off-balance sheet, arising from activity at all of the Bank's units, at its branches, and at its Head Office,

in Israel and abroad. The "active financial capital” of the Bank has been defined as equity attributed to shareholders of

the Bank plus the group allowance for credit losses and the individual allowance for credit losses, less investments in

affiliates (with the exception of subsidiaries abroad under the full control of the Bank and subsidiaries whose financial

management is handled by the Bank), and less fixed assets and other non-monetary assets, net. For the purposes of

exposure management, the Bank treats active financial capital as an unlinked shekel resource.

Interest-rate risk in the banking book – Refers to the potential effect of changes in the various interest-rate

curves on the economic value of capital, i.e. the change in the present value of assets and liabilities, and/or on net

interest income ("accounting sensitivity”). The risk arises from differences in the structure of assets and liabilities –

segment, duration, interest base, interest-rate renewal date (exposure), and more. Interest-rate exposure is measured

and managed in terms of the change in the economic value of capital as a result of changes in interest-rate curves. As

mentioned above, the Bank treats active financial capital as a short-term unlinked shekel resource, for the purposes

of exposure management. Limits apply to the sensitivity of the economic value of the capital of the Bank (including

financial subsidiaries under its management) to scenarios of change in the shekel, CPI-linked, and dollar interest-rate

curves. In order to calculate the exposure to changes in interest rates in the unlinked shekel segment, the Bank treats

part of the balances of current-account deposits of the public as a long-term liability (up to three years), in accordance

with the results of an examination of the development of current-account balances of the public at the Bank in the

past. In the CPI-linked segment, assumptions regarding early settlement of mortgages are used.


Interest-rate exposure management policy is aimed, in congruence with the objectives of the Bank, at achieving the

desired structure of exposures in each segment (unlinked shekel; CPI-linked shekel; foreign currency and foreign-

currency-linked), in accordance with estimates concerning market variables, and subject to limits. In addition, the

sensitivity of annual income to changes in interest-rate curves is measured. Sensitivity to interest rates is measured

at least once each month.

In the management of its proprietary portfolio, in addition to market and liquidity risks, the Bank is also exposed to

credit risks and credit spread risks. Diversification limits and other limits have been set for such exposures, as well as

a risk capacity in terms of extreme scenarios. This activity is managed by specialized units established for this purpose.

The Board of Management’s Committee on Investments, established for this purpose, is responsible for monitoring

this activity.

B. Market Risks in the Trading Book

Market risks in the trading book arise from the Bank’s activity as a market maker, trader, and manager of proprietary

positions. This activity is based on dynamic management of positions by means of tradable, liquid financial instruments.

Changes in the size of exposures are rapid, based on the liquidity and tradability of instruments in the markets, the

nature of customers’ activity, and the desired position. Trading exposures are carried out under the responsibility of the

dealing rooms in Israel and abroad. This activity is routinely administered and measured using specialized automated

systems commonly used in the international markets for these purposes, such as Opics, Summit, and Derivatech, as

well as automated systems developed by the Bank. Market risks arising from this activity are also measured using the

Algorithmics system.

Liquidity Risk

Liquidity risk at the Bank, in foreign currency and in shekels, is managed and controlled routinely, in accordance with

Group policy, with the aim of ensuring the ability to cope competitively even in exceptional supply and demand

situations in the financial markets. Routine liquidity management is under the responsibility of the ALM Division,

and is performed through shekel and foreign-currency liquidity units. A daily liquidity risk report is generated by a

comprehensive computerized system for asset and liability management.

In accordance with Proper Conduct of Banking Business Directive No. 342, "Liquidity Risk Management", the Bank

operates an internal model for the assessment of liquidity risk. This model is based on the proven stability of deposits

at the Bank over long periods, and includes different scenarios with respect to rollover and maturity rates of assets

and liabilities. A liquidity ratio is calculated for each scenario, which is not to fall below a minimum level defined in the

directive. The scenarios applied in the internal model refer to different market conditions: ordinary business conditions

and extraordinary conditions for the banking system in general and specifically for the Bank. In each scenario, the

liquidity gap is examined, for a period of up to one month, against liquid assets. The scenarios mainly differ in the

assumptions with regard to the rollover of deposits. Periods exceeding one month are examined routinely against

the business plan.

The Bank has implemented a plan to address liquidity crises, on various levels. The plan includes a system for monitoring

metrics that may indicate a crisis situation, and the steps necessary upon materialization of defined scenarios. These

steps include committee meetings, a reporting system, and a series of actions to cope with a possible crisis. In addition,

scenarios were set up to examine the effect of changes in the pace of execution of the business plan on liquidity

needs in a one-year range.


In early August 2011, the Bank of Israel issued a draft amendment of Proper Conduct of Banking Business Directive

No. 342. According to the draft, the Bank of Israel intends to adopt the Basel III directives on liquidity risk, with the

necessary changes, at a date to be determined. The Bank is examining the measures required in order to comply with

the amendment of the directive within the defined timeframe, and the measures required in order to implement and

comply with the recommendations of the Basel III Committee.

Risk Assessment and Control

Identification and assessment of risks, control of limits on the volume of risks, and reporting of findings are carried

out or controlled by the Risk Management Area, independently of the routine analyses and reports performed as

part of the operation of the Financial Markets Area.

The Market and Liquidity Risk Management Department in the Risk Management Area is responsible for the

formulation of market and liquidity risk assessment methodology, in line with the strategic goals of the Bank Group,

and for the control of market and liquidity risks in the Group.

The Bank’s risk level is measured and controlled according to procedures that include, among other things, limits in

terms of the sensitivity of the Bank’s economic value to changes in the primary risk factors. In addition, a risk estimate

is calculated using the VaR (value at risk) method. The VaR method is used to estimate the maximum potential loss to

a corporation resulting from the materialization of market risks within a given period of time and at a level of statistical

significance predefined by the Bank and approved by the Board of Directors. The principal limits are detailed in the

section "Procedures for Exposure to Market and Liquidity Risks", below. Risk assessments as well as limit control of

trading positions are performed at least once daily.

Market Risk Assessment Methodology

The methodology used by the Bank to assess market risks was approved by the Board of Directors and by the Board

of Management. This methodology includes both VaR calculations and the application of extreme scenarios (stress

tests) to all trading portfolios and to the banking book. The market risk assessment methodology is congruent with

the requirements of the Basel Committee and complies with international standards.

The estimate of the risk in trading activity is calculated for a horizon of ten business days, at a significance level of 99%.

The higher of the risk-level outcomes of two commonly accepted risk-assessment methods (historical simulation,

in which all observations are assigned equal weights; and Monte Carlo simulation, in which recent observations are

assigned greater weight) is taken into account. This methodology is compatible with the relevant recommendations

of the Basel Committee following the crisis in US markets. The estimate provides a relatively prompt alert of the level

of market risk during periods of rising volatility. A full revaluation of the trading portfolio is performed at least once

daily, under various scenarios, in order to produce an estimate. An assessment of the risk level of the Bank’s overall

activity is executed once a month, using a historical simulation with a one-month horizon.

In addition, a back-test procedure is performed routinely, based on the criteria recommended by the Basel Committee,

in order to examine the validity of the risk-assessment model. The results of these tests are reported annually to

the Board of Management and to the Board of Directors. According to the results of the test, the model meets the

criteria defined by the Basel Committee for acceptance of a model.


Limitations of the Methodology for Assessing Risk in Trading Activity at the Bank

• TheMonteCarlosimulationassumesanormaldistributionofriskfactors.Thisassumptiondoesnotalwaysapply

in reality.

• Thehistoricalsimulationassumesthatthehistoricalbehavioroftheriskfactorswillrecurinthefuture,whichmay

not be the case.

• Itisnotpossibletoforecastasuddenchangeinariskfactorusingeitherofthetwomethods.

• Withtheuseofa99%significancelevel,lossesthatcouldoccurbeyondthatlevelareignored.

• Theuseofahorizonoftenbusinessdaysassumesthatitispossibletohedgeandsellpositionswithintenbusiness

days. During crisis periods, liquidity problems in the market may make it impossible to close or fully hedge positions

within this timeframe.

• Theriskestimateiscalculatedonpositionsonlyafewtimesinthecourseofthebusinessday.

To mitigate the effect of the said limitations, in addition, stress scenarios are applied in order to examine the potential

loss in extreme cases, for all areas of trading activity, as detailed below.

Limitations of the Methodology for Assessment of Total Risk to the Bank

• Ingeneral,thecreditriskinherentinassetsdoesnotconstituteaparameterinthecalculationsmade,astheir

purpose is to focus on quantifying the market risks alone.

• Theinformationusedfortheriskestimatesisassembledfromvariousautomatedsystems.

• Asmallpartoftheoptionsembeddedinvariousdepositsandsavingplansofferedtothepublicwereonlypartially

taken into account, on a "delta” basis. Under this method, there may be a deviation from the sensitivity estimates

noted above, especially in sharp movements in risk factors. Nevertheless, virtually all options are fully revalued

under various scenarios on the market risk management system.

To mitigate the effect of the said limitations, in addition, stress scenarios are applied in order to examine the potential

loss in extreme cases, as detailed below.

Methodology for Application of Stress Tests

The market risk assessment methodology of the Bank includes the application of stress tests to trading portfolios

and to the Bank overall, in addition to the VaR calculations.

The Market Risk Management Department applies three types of scenarios, in accordance with common practice

worldwide:

(A) Sensitivity analysis – The sensitivity of the portfolio to the various risk factors is tested by running scenarios

involving one risk factor while the other risk factors are held constant. This allows an examination of the effect of

the major risk factors on the portfolio.

(B) Worst historical scenario – Based on the history of the last five years. The calculation is performed with a horizon

of ten business days for the trading portfolio and one month for the Bank in general.

(C) Macro-economic scenarios – Subjective scenarios developed in collaboration with the Economic Division of the

Bank.

The principles guiding the establishment and application of the scenarios have been approved by the Board of

Management Committee on Risk Management and Basel II Implementation.


Overall Activity of the Bank

Set out below are data regarding the sensitivity of the capital of the Bank to changes in the CPI (the theoretical change

in economic value as a result of each scenario), as at December 31, 2011.

December 31, 2011

Maximum in 2011

Minimum in 2011

Scenario NIS millions

1% decrease in CPI (51) (56) (18)

The Bank operates in currency markets through spot and forward transactions, as well as through options, both on

its own behalf and on behalf of its customers. Consequently, the Bank has activity in most of the world’s tradable

currencies, in developed markets as well as emerging markets. Due to the limits imposed on currency exposure, key

points of which are noted in the summary of limits below, net currency exposure is relatively low.

Set out below are data regarding the sensitivity of the capital of the Bank to changes in the major currency exchange

rates (theoretical change in economic value as a result of each scenario, where an appreciation scenario indicates

strengthening of the currency in question against all of the other currencies), as at December 31, 2011.

10% appreciation

5% appreciation

5% depreciation

10% depreciation

Currency NIS millions

USD 38 12 (19) (28)

EUR (10) (2) 1 5

JPY 1 - (1) -

CAD 2 3 (2) (3)

GBP 15 5 4 11

CHF (3) 1 5 15

Limits are imposed on the sensitivity of the capital of the Bank (including financial subsidiaries managed by the Bank)

to a scenario of change in the shekel, CPI-linked, and dollar interest-rate curves.

Set out below are data regarding the sensitivity of the capital of the Bank to parallel changes in interest-rate curves

(theoretical change in economic value as a result of each scenario) as at December 31, 2011.

December 31, 2011 Maximum in 2011 Minimum in 2011

1% increase

1% decrease

0.1% increase

1% increase

1% decrease

1% increase

1% decrease


Shift in CPI-linked interest rate:

Bank (21) 41 (3) 224 (241) (21) 41

Of which: Banking book (22) 42 (3) 223 (239) (22) 42

Trading book 1 (1) - 2 (2) - -

Shift in unlinked interest rate:

Bank 175 (169) 17 375 (376) 175 (169)

Of which: Banking book 172 (164) 17 353 (360) 164 (153)

Trading book 3 (5) - 29 (36) (17) 12

Shift in foreign-currency interest rates:

Bank (2) (16) - (30) (39) (2) (7)

Of which: Banking book 4 (22) - 43 (55) (2) (2)

Trading book (6) 6 - (28) 28 (3) (3)


Set out below are data regarding the sensitivity of the capital of the Bank to parallel changes in interest-rate curves

(theoretical change in economic value as a result of each scenario) as at December 31, 2010.

December 31, 2010 Maximum in 2010 Minimum in 2010

1% increase

1% decrease

0.1% increase

1% increase

1% decrease

1% increase

1% decrease


Shift in CPI-linked interest rate:

Bank 145 (149) 15 381 (424) 145 (149)


Trading book 2 (2) - 2 (2) (2) 2

Shift in unlinked interest rate:

Bank 317 (335) 32 363 (370) 236 (249)


Trading book (9) (1) (1) (14) (19) 12 3

Shift in foreign-currency interest rates:

Bank (15) 31 (2) (25) 35 14 (2)

Of which: Banking book (18) 34 (2) (20) 34 12 1

Trading book 3 (3) - 8 (8) (7) 7

The above table presents an analysis of the sensitivity of the Bank's economic value to changes in interest-rate curves,

based, among other factors, on the capitalization of expected cash flows in the interest-rate curve without taking into

account the credit risk spread of the counterparty. This differs from a fair-value calculation, which is based on factors

including the capitalization of expected cash flows at interest rates reflecting the risk levels.

The examination of extreme scenarios includes a test of the sensitivity of the Bank's economic value to the worst

historical scenario of the last five years, including changes in the various risk factors in a one-month range. Note that

during 2011, this sensitivity did not exceed NIS 750 million.

Set out below are details of the fair value of the Bank and its consolidated companies as at December 31, 2011, by

linkage segment.

Israeli currency Foreign currency**

Unlinked CPI-linked USD EUR Other Total

NIS millions

Financial assets* 198,490 61,701 56,565 9,363 13,124 339,243

Amounts receivable in respect of derivative and off-balance-sheet financial instruments*** 168,098 10,370 206,273 29,458 29,856 444,055

Financial liabilities* 179,176 50,523 67,663 14,056 7,386 318,804

Amounts payable in respect of derivative and off-balance-sheet financial instruments*** 171,750 17,270 197,052 24,803 35,852 446,727

Net fair value of financial instruments 15,662 4,278 (1,877) (38) (258) 17,767

* Includes hybrid financial instruments. Does not include balance-sheet balances of derivative financial instruments and fair value of off-balance-sheet financial instruments.

** Includes foreign-currency-linked Israeli currency.*** Amounts receivable (payable) in respect of derivative financial instruments and in respect of off-balance-sheet financial

instruments, capitalized by the interest rates used to calculate the fair value.


Set out below are details of the fair value of the Bank and its consolidated companies as at December 31, 2010, by

linkage segment.


Unlinked CPI-linked USD EUR Other Total

NIS millions

Financial assets* 190,144 58,727 40,842 10,017 10,964 310,694

Amounts receivable in respect of derivative and off-balance-sheet financial instruments*** 115,263 6,787 186,724 30,603 28,646 368,023

Financial liabilities* 158,707 45,375 62,897 13,776 7,290 288,045

Amounts payable in respect of derivative and off-balance-sheet financial instruments*** 130,522 16,219 165,469 26,883 32,761 371,854

Net fair value of financial instruments 16,178 3,920 (800) (39) (441) 18,818

Set out below are data regarding the influence of theoretical changes in interest-rates on the net fair value of financial

instruments of the Bank and its consolidated companies, excluding non-monetary items, as at December 31, 2011:

Net fair value of financial instruments, including the effect of changes in interest rates****

Change in fair Value


Unlinked CPI-linked USD EUR Other Total Total Total

Change in interest rates NIS millions %

Immediate parallel increase of 1% 15,764 4,473 (1,899) (55) (295) 17,988 221 1.2%

Immediate parallel increase of 0.1% 15,684 4,304 (1,871) (42) (266) 17,809 42 0.2%

Immediate parallel decrease of 1% 15,572 4,164 (1,866) (27) (219) 17,624 (143) (0.8%)

Set out below are data regarding the influence of theoretical changes in interest-rates on the net fair value of financial

instruments of the Bank and its consolidated companies, excluding non-monetary items, as at December 31, 2010:

Net fair value of financial instruments, including the effect of changes in interest rates****

Change in fair Value


Unlinked CPI-linked USD EUR Other Total Total Total

Change in interest rates NIS millions %

Immediate parallel increase of 1% 16,466 4,170 (767) (43) (443) 19,383 565 3.0%

Immediate parallel increase of 0.1% 16,205 3,945 (797) (39) (442) 18,872 54 0.3%

Immediate parallel decrease of 1% 15,866 3,707 (848) (30) (440) 18,255 (563) (3.0%)

* Includes hybrid financial instruments. Does not include balance-sheet balances of derivative financial instruments and fair value of off-balance-sheet financial instruments.

** Includes foreign-currency-linked Israeli currency.*** Amounts receivable (payable) in respect of derivative financial instruments and in respect of off-balance-sheet financial

instruments, capitalized by the interest rates used to calculate the fair value.**** The net fair value of financial instruments presented in each linkage segment is the net fair value in that segment, assuming

that the noted change occurred in all interest rates in that linkage segment. The total net fair value of financial instruments is the net fair value of all financial instruments (excluding non-monetary items) assuming that the noted change occurred in all interest rates in all linkage segments.

For further details regarding the assumptions used in the calculation of the fair value of financial instruments, see



Trading Activity

Trade exposures result from the Bank’s activity as a market maker and from dynamic management of a portfolio of

liquid financial assets. The goal of this activity is to maximize expected profits, while maintaining a controlled, approved

level of risk. The authorizations for activities and the risk of the activities are measured, as relevant, in terms of the

value at risk (VaR); theoretical loss under various scenarios, including extreme scenarios; sensitivity to risk factors;

and volume of activity. Risk assessments as well as limit control of trading activity are carried out at least once daily. In

addition to the specific authorizations for each activity separately, an overall authorization in terms of VaR has been

established for trading activity in the Bank’s dealing rooms.

• CurrencyExposures–MarketMakingandTrading

Spot/forward desks in foreign currency and in NIS operate in each of the Bank’s three dealing rooms. The Tel Aviv

dealing room also has a desk for options in foreign currency and in NIS. Trading and market-making activity in

currencies and options is conducted subject to various limits on risk and under an overall authorization for exposure

in NIS/foreign currency allocated to this activity, out of the total limit on the exposure of the Bank’s financial capital

to foreign currency.

• Interest-RateExposure–MarketMakingandTrading

The dealing rooms are also active in the area of interest-rate trading exposures, under authorizations from the Board

of Management and the Board of Directors.

The dealing room in Tel Aviv manages a trading desk in NIS interest-rate instruments, including market making in

interest-rate options, and a bond trading desk. The desks' activity is subject to risk estimate limits and other restrictions.

Set out below are risk estimates of trading activity (VaR) as at December 31, 2011.

December 31, 2011

Average in 2011

Maximum in 2011

Minimum in 2011

NIS millions

Total trading in the dealing rooms 29 28 56 14


Procedures for Exposure to Market and Liquidity Risks

In early 2011, the Board of Directors approved a document on exposures to market and liquidity risks for 2012. The

approved limits include a general limit for the overall risk estimate of the Bank, limits on the overall sensitivity of the

Bank to risk factors, limits for proprietary investment activity, and risk limits in the various areas of trading activity.

The exposures document for 2012 reflects the work plan of the Financial Markets Area, including the expansion of

investment activity in the proprietary portfolio, as part of the management of the banking book. Utilization of the

approved limits is subject to approval by the Global ALM Committee of the Bank.

Set out below are the principal limits on exposures to market risks, in the overall activity of the Bank and separately

for trading activity, as at December 31, 2011.

Limit NIS millions % of active financial capital

Overall Bank Overall risk estimate (VaR) 950

Sensitivity of economic value to parallel changes of 1% and non-parallel changes of up to 1% in interest-rate curves:

CPI-linked NIS 500

Unlinked NIS 620

Foreign currency 370

Sensitivity of derivatives to parallel change of 1% in interest-rate curves:

CPI-linked NIS 350

Unlinked NIS 200

Linkage-base exposures by segment:

CPI-linked NIS +/-100

Foreign currency, including foreign-currency linked +/-30

Sensitivity to 3% change in NIS/USD exchange rate 500

Total investment value for Nostro* *14,500

Of which: investment value in stock 3,000

Of which: trading portfolio Overall risk estimate (VaR) 200

NIS/foreign-currency exposure +/-10

Sensitivity to 3% change in NIS/USD exchange rate 200

Foreign-currency / foreign-currency exposure in trading and currencies 800

* Not including investment in short-term Israeli and US government bonds.

The Bank is required to maintain a minimum capital ratio in respect of market risks on the basis of a standard model

defined by the Bank of Israel. The regulatory rate of capital adequacy is calculated for interest-rate risks in the areas

of trading alone, as defined above, and for currency risks at the Bank Group.


Market and Liquidity Risk Management Department

In accordance with Proper Conduct of Banking Business Directive No. 339, "Risk Management", the Bank has a unit

engaged in operational and market risk management. This unit reports to the Chief Risk Officer. Market and liquidity

risk assessment and control are executed by the Market and Liquidity Risk Management Department, independently

and in addition to the monitoring and analysis performed as part of the activity of the Financial Markets Area.

Operational and Legal Risks

A. Operational Risks

General

Operational risk is defined as the risk of loss resulting from failed or faulty internal processes, human actions, system

malfunctions, or external events. The definition includes legal risk, but does not include strategic risk or reputation

risk. Failures related to one of the aforesaid factors may cause damage to profitability. The Bank operates control

units, including the Compliance Officer Unit and the Anti-Money Laundering and Terrorism Financing Prevention Unit,

as well as procedures and systems in the area of human resources, information security, security, process control,

emergency operation, survivability and recovery plans, and more.

Management of Operational Risks

Operational risk management policy is aimed at supporting the achievement of the Group’s strategic objectives and

maximizing business value, while taking into consideration the costs in terms of risk, by all responsible parties at all

levels of the organization. The managerial process is oriented towards execution based on the designation of risk

ownership. The goal is for communication and prudent treatment with regard to operational risks to contribute to

managerial decision-making, based on considerations of business value versus cost in terms of risk, both at the level

of the management of the organization and at the level of the various units.

The responsibility for routine management of operational risk and for activities aimed at mitigating the risk lies with the

Area managers and the managers of subsidiaries in the Bank Group. These activities are overseen by the Operational

Risk Management Department in the Risk Management Area. Routine activity is conducted in the Bank’s units and in

the Group by a network of operational risk controllers, based on the matrix management principle; controllers report

organizationally to Area managers or CEOs of subsidiaries, and receive methodology guidance from the Operational

Risk Management Department.

Operational risk management activity is supervised and directed by three forums:

• theBoardofDirectors’CommitteeonRiskManagementandControlandBaselIIImplementation;

• theBoardofManagementCommitteeonRiskManagementandBaselIIImplementation,headedbytheCEO;

• theSub-CommitteeonOperationalRiskManagement,headedbytheHeadoftheRiskManagementArea.

The operational risk management policy was approved by the Board of Directors of the Bank. The policy document

serves as a framework for operational risk management within the Group, in accordance with uniform principles

and reporting duties aimed at complying with Basel II standards on Sound Practices. The Bank’s activity in this area

is conducted according to the rules of the Proper Banking Business Directive concerning capital measurement and

adequacy, which refers among other matters to capital allocation in respect of operational risks. The directive relevant

to the management of operational risks is Directive 206. In addition, the Bank of Israel has published regulations

concerning "Sound Practices for Management and Supervision of Operational Risk" and an internal control framework

document, in line with the Basel Committee's recommendations. The guidelines contained in the aforesaid documents

took effect in Israel as of January 1, 2010. In addition, a draft Proper Banking Business Directive concerning operational

risk management has been published, based on the updated guidelines in the new Basel document of June 2011 on

sound practice for operational risk management.


The following projects and activities are underway at the Bank for the purpose of complying with the Sound Practice

directives according to Basel II standards:

• MonitoringofcompliancewithSoundPracticerequirementsundertheBaselIIstandardapproach.Theprocessof

closing gaps in this area has been carried out gradually over recent years, with periodic monitoring by the Board of

Management and the Board of Directors. In 2009, the Bank essentially completed its preparations for compliance

with all of the requirements of the Basel II standard approach. The strategic plan for the coming years includes

extension and expansion of some of these activities and adjustment to updates of the relevant documents and

regulatory guidelines.

• QuarterlyreportssubmittedtotheSubcommitteeonOperationalRiskManagement,theBoardofManagement

Committee on Risk Management and Basel II Implementation, the Board of Directors Committee on Risk

Management and Control and Basel II Implementation, and the plenum of the Board of Directors. The reports

include updates on the implementation of the standard approach in the Group, work plans, the status of projects

in progress, and information about operational events.

• CollectionofinformationregardingoperationaleventsintheBankGroup.Adatabaseforthispurposewas

established in late 2002, and is used, among other things, to analyze events, trends, and patterns and to support

the mapping and assessment of operational risks to which the Group is exposed.

• Routineproceduresperformedtoidentify,map,andassessoperationalrisksandcontrolsattheunitsoftheBank

and the Group, including mapping of the risk of embezzlement and fraud. This activity is conducted based on a

uniform methodology in line with the requirements of the Basel Committee and the directives of the Bank of

Israel on this matter, including monitoring of the implementation of the recommendations. A comprehensive

mapping process of operational risks in all units of the Group is performed periodically. Subsequently, the findings

are maintained, updated, and expanded through additional analyses, depth analyses, and risk analyses regarding

new products and activities.

• Projectsaimedatidentifyingmaterialriskareas,definingriskownership,assessingexistingrisksandcontrols,and

adding controls if necessary, while applying cost/benefit considerations.

• AsystemknownastheOperationalRiskManagementAutomationProject(BaselII–PAMELA)hasbeen

implemented at the Bank’s units. The system operates in the areas of collection of information regarding operational

events, mapping and assessment of risks and controls, action items, and reports. Additional applications and

expansions are planned, in order to support operational risk management in the Bank Group.

• Principlesandstandardshavebeendefinedaspartoftheprocessofformulatingauniformcontrolphilosophy

within the Bank Group. This philosophy will later be instilled and implemented.

• AmethodologicalinfrastructurehasbeendefinedforthemanagementofoperationalrisksinmaterialITprocesses.

• Intheareaofinformationsecurity,activityisbeingconductedasrequiredunderthedirectivesoftheBankof

Israel, the Protection of Privacy Law, 1981, and other laws, as relevant, with the aim of protecting the information-

technology system and minimizing information-security risks.


Emergency preparedness – In order to preserve business continuity, survivability, and the continuous activity of the

Bank following a disaster or malfunction, in accordance with the Bank of Israel’s Directive 357 concerning information

technology management, the Bank has continuous preparedness based on detailed action plans, working procedures,

and periodic drills, defined in a system of emergency procedures. As part of its emergency preparedness, the Bank

conducted a lateral process to establish policies, define reference scenarios, map and analyze critical processes and

the resources required to confirm such processes during an emergency, and update its action plans based on the

prevalent methodologies in this area. Several emergency drills were also held, with the participation of the various

units of the Bank, from branches, regional managements, units, and Areas, up to the Board of Management of the

Bank. During the second quarter, the Israel Standards Institute affirmed that the business continuity management

system of the Bank complies with the requirements of Israeli standards and of the international standard BS25999.

Alongside the improvement and enhancement of emergency preparedness in Israel, business continuity plans at the

Bank’s overseas branches are also being examined, with the aim of completing preparations at the overseas branches

based on the prevalent methodology in Israel. In addition, the Bank is preparing for the implementation of the various

new aspects of Directive 355 of the Bank of Israel concerning business continuity management.

Insurance – The Bank has a banking insurance policy to hedge risks, which includes: (1) banking insurance to cover

damages that may arise from embezzlement by employees, loss of documents, forged documents, etc.; (2) professional

liability insurance, to protect against claims filed by customers regarding damage caused by negligent banking actions;

(3) computer crimes insurance, to cover damages to the Bank and to customers of the Bank as a result of malicious

penetration of the Bank’s computer systems. The banking insurance policies are subject to exclusions common in

insurance policies of banking corporations in Israel (including an exclusion of damage arising from violation of the

directives related to money laundering and terrorism financing).

In addition, the insurance structure of the Bank also includes property insurance, third-party insurance, employers’

liability, directors’ and officers’ insurance, and additional insurance policies.

The liability limits in the policies were established by the Bank according to its needs, as part of its overall

risk-management policy. Within the fulfillment of the Sound Practice requirements under the Basel guidelines,

cooperation and exchanges of information are maintained between the Operational Risk Management Department

and the unit that handles banking insurance.

B. The Chief Compliance Officer Unit

In late 2010, the Bank appointed a Chief Compliance Officer, whose areas of responsibility include the areas of

responsibility of the Compliance Officer of the Bank pursuant to Proper Conduct of Banking Business Directive

No. 308, and of the Supervisor of the Prohibition of Money Laundering, pursuant to the Prohibition of Money

Laundering Law, the Prohibition of Terrorism Financing Law, and Proper Conduct of Banking Business Directive

No. 411. As part of this process, the Bank established the Chief Compliance Officer Unit, which encompasses the

Bank's existing Compliance Unit and Anti-Money Laundering Unit. The Chief Compliance Officer Unit includes two

additional units, which will work alongside the Compliance Unit and the Anti-Money Laundering Unit. The first is

the International Unit, which is responsible for ensuring compliance and the prohibition of money laundering at the

Bank's offices outside Israel. Compliance staff at the Bank's overseas branches now report directly to this unit, on

both the professional and the managerial level. The second unit is an administrative unit (Operations, Coordination,

and Control), which assists the Chief Compliance Officer with the execution of systemic and operational assignments.


The purpose of the Chief Compliance Officer Unit is to support the achievement of the strategic and business

objectives of the Group, while minimizing exposure to compliance and reputation risks. The objectives of the Chief

Compliance Officer Unit are:

• ToattainfullimplementationoflegislationatallunitsoftheBank,inIsraelandworldwide,withsupportforthe

activity of the business units.

• Topromotetheinternalizationofprofessional,values-driven,fairbusinessconductbytheBank’semployeesand

managers;

• ToprovidemaximumprotectiontotheBank,itsmanagers,itsemployees,anditsreputation,withfullrealization

of the professional capabilities of the Bank’s employees and enhancement of these abilities.

The responsibility for routine management of the compliance aspects of risk at the Bank and for the execution of

activities aimed at minimizing this risk lies with the Area managers and the managers of subsidiaries in the Bank

Group. Professional responsibility in this field rests with the Chief Compliance Officer Unit in the Risk Management

Area. Routine activity is conducted at the Bank’s units and in the Group by a network of compliance officers, based

on the matrix management principle, with organizational subordination to Area heads or CEOs of subsidiaries, and

guidance and control by the Chief Compliance Officer Unit.

The activity of the Chief Compliance Officer Unit is supervised through three channels:

• TheBoardofDirectors’CommitteeonRiskManagementandControlandBaselIIImplementation;

• TheBoardofManagementCommitteeonCompliance,headedbytheCEO;

• QuarterlyandannualreportstotheBoardofDirectorsoftheBank,theCEO,andtheheadsoftheAreas.The

reports include updates on the main exposures and risk areas in the Group; progress on work plans; and activities

performed, including controls, mapping of knowledge gaps, organizational learning, technological and other projects

in this field, reports submitted to the Israel Money Laundering Prohibition Authority, violations, and reports of

exceptional events.

Upon the establishment of the Chief Compliance Officer Unit, the Board of Directors of the Bank established a new

group-level compliance policy for the Bank. The new policy sets forth rules regarding all of the component areas of

the prohibition of money laundering and compliance with consumer-protection directives. The policy emphasizes

corporate control and the interaction with subsidiaries and branches outside Israel. The policy is based on Proper

Conduct of Banking Business Directive No. 308, the Money Laundering Prohibition Law, the Terrorism Financing

Prohibition Law, and Proper Conduct of Banking Business Directive No. 411. This policy took effect at the end of

December 2010, and was updated in December 2011.

In order to comply with legislative directives and with the Group-level compliance policy, several activities are being

conducted at the Bank, as detailed below:

• IdentifyingthemainexposuresandriskareasintheGroup,andmonitoringworkplanstoeliminatethem;

• Applyingprocess-based,qualitative,andquantitativecontrolstoensureadherencetothedirectivesthatregulate

relationships between the Bank and its customers and the prohibition of money laundering and terrorism financing,

analyzing such controls, and creating work plans to minimize any gaps discovered;

• Developingatrainingsystemintheareaofcomplianceandtheprohibitionofmoneylaunderingandterrorism

financing, including focused presentations to refresh knowledge, practical guides for bankers, workshops,

instructional pamphlets, knowledge management on the organizational portal, etc.;

• Collectinginformationontheprogressoflearningwithintheorganizationintheareaofcompliancewithdirectives

that regulate relationships between the Bank and its customers and the prohibition of money laundering and

terrorism financing;

• Conductingcontinualprocessesaimedatidentifying,mapping,andassessingcompliancerisksandgapsinthe

Bank’s procedures and systems through an infrastructure survey;


• ConductingadiagnosticprocessintheBank’sprofessionalunits,focusedoncomplianceandtheprohibitionof

money laundering and terrorism financing, and building control processes and training methods adapted to the

nature of the units’ activity, with the aim of minimizing exposures and risks in the area of compliance and the

prohibition of money laundering and terrorism financing;

• Formulatingjobdescriptionsforcomplianceofficersincorporatebanking.

• AnalyzingdatainordertoassessrisksintheBank,andasinfrastructurefortheconstructionofnewcontrolsand

new learning systems if necessary;

• Analyzingnewproductsandservicesandnewbusinessactivitiesfromtheperspectiveofcomplianceandthe

prohibition of money laundering;

• Developingimprovementstotechnologicalsystemsandbuildingnewinfrastructuresintheareaofcomplianceand

the prohibition of money laundering, including systems for reporting to the Israel Money Laundering Prohibition

Authority, and control and monitoring systems within the Bank;

• VisitingthecorporateunitsoftheBank,inordertoprovidelocalizedresponsestoissuescausingexposurefor

the Bank in the area of compliance and the prohibition of money laundering, clarify work processes, and locate

risk areas at these units;

• ConveningforumsofcomplianceofficersoftheGroup,forupdatesonlegislation;instillationofnewworkprocesses,

new systems and applications, and changes in procedures; training and knowledge refreshment presentations for

instruction of other compliance officers within the system; etc.;

• Managementofcomplianceunitsattheoverseasbranches,providingroutinesupporttooverseasunits,and

monitoring compliance processes there.

The main activities of each department are described below.

The Anti-Money Laundering and Terrorism Financing Prevention Department

The Anti-Money Laundering Department is responsible for fulfillment of the duties imposed upon the banking

corporation, and supervision of the execution of such duties. The department is also responsible for ensuring that

the Bank's policies and procedures are implemented at the Group level. The Anti-Money Laundering and Terrorism

Financing Prevention Department closely monitors banking activity in accounts, with the aim of identifying activities

that appear to be unusual and reporting such activities to the Israel Money Laundering Prohibition Authority (IMLPA).

The improved ability to monitor unusual activities, the improvement of computerized control systems, the training

and absorption activities, and the increased awareness and professional capabilities of the staff in the business units

have led, among other effects, to an increase in the number of reports to the IMLPA.

The Anti-Money Laundering Department conducted the following activities: Development of a regulatory rating

model for the prohibition of money laundering; development of a new system for subjective reports; implementation

of an abridged Know Your Customer questionnaire for transactions by walk-in customers; update of expanded and

corporate Know Your Customer questionnaires; implementation of an expanded due diligence (EDD) questionnaire

in the branch network; visits to branches and regional administrations to provide guidance and raise awareness of

the monitoring of unusual activities and the importance of reporting; training through Campus courses and training

sessions at compliance officers’ conferences in this area.


The Compliance Department

The Compliance Department assists the Board of Management and the Board of Directors in fulfilling requirements in

the areas under its responsibility, reducing the corporation’s exposure to legal claims, and protecting the corporation’s

reputation. The Compliance Department monitors gaps and violations (if any) in the area of consumer-protection

directives. In addition, changes in legislation and in the directives of the Bank of Israel are monitored, as they pertain

to consumer-protection directives and their implementation at the Bank. A new infrastructure survey is performed

at the Bank every five years, as required by Proper Conduct of Banking Business Directive No. 308.

During the year, the Compliance Department conducted the following activities: Review of work processes at

the various units of the Bank and adaptation of necessary controls and training activities; working meetings with

professional units supporting the execution of the new compliance policy; visits to branches and regional managements

to provide guidance and raise awareness of the importance of this matter; seminars for compliance officers; training

sessions on matters related to consumer-protection directives, with a focus on account closures; mapping of all items

of consumer-protection directives in relation to the materials taught in the various courses at the Bank’s training

center, as infrastructure for an update of the directives necessary in the relevant course materials; addition of this

subject to the infrastructure survey; development of a new tutorial on consumer-protection directives that regulate

the relationship between the Bank and its customers, and beginning of a learning process at the Bank in the area of

compliance through this tutorial and a tutorial on banking confidentiality.

The International Compliance Unit

The International Compliance Unit oversees the compliance officers at the Bank’s overseas branches, from the

professional perspective, and works to ensure that the compliance system at the subsidiaries operates in accordance

with the policies of the Board of Directors and the local regulatory directives. The unit continued its activities aimed

at creating a uniform compliance infrastructure and procedures for communication and reporting by all units of the

Bank around the world. The unit worked to update the Group policy document in order to resolve gaps relative to

legislative directives and local standards. A process began to ensure full congruence of procedures at the overseas

branches with local legislation. The unit monitors the timely execution of the annual compliance plan at all units of the

Bank and examines the quality of execution, through routine reports received as well as controls in the field, through

visits to the branches. Activities were conducted to examine the manpower of the compliance units. Accordingly,

managers and employees were hired, and controls were applied to monitor the performance of the compliance

departments, through visits to the Bank’s branches in the United States and in London. Processes were completed

to upgrade the automated control systems of the branch compliance systems, in order to improve the efficiency of

monitoring and improve the ability to track exceptional activities.


The Coordination, Operations, and Control Department

The Coordination, Operations, and Control Department is responsible for coordination, monitoring, and control

of the activities of the Chief Compliance Officer Unit; maintaining contact with the compliance system of the Bank;

managing the work plans of the Chief Compliance Officer Unit; monitoring the execution of controls, training activities,

and activities related to compliance and the prohibition of money laundering at the business units of the Areas of

the Bank; centralizing reports to the Board of Directors and the Board of Management; managing technological

projects and involvement in development projects of the systems of the Bank; monitoring the currentness of systems;

planning and construction of the training system in the area of compliance and the prohibition of money laundering;

creation of knowledge-refreshment presentations and other training tools; managing the content websites in the

area of compliance and the prohibition of money laundering and terrorism financing; managing conferences for the

compliance officers of the Group; creating communication and change management plans for new systems and

processes; distributing tasks to be performed with customers, derived from legislation or directives concerning the

relationship between the Bank and its customers, or derived from violations or flaws discovered through computerized

systems; and measuring the performance of the business units in this area.

C. Legal Risk

Risk to the Group's income and capital resulting from unexpected events such as legal claims, including class-action

suits, inability to enforce contracts, or rulings against the Group, which may cause damage to the Group's profitability.

The Group is aided by internal and external legal counsel.

According to the Bank of Israel’s definition, legal risk is "the risk of a loss due to the inability to enforce an agreement

by legal actions". Risks of this kind in the Bank's work may arise from a wide range of diverse circumstances. Thus,

for example, risks may arise from the absence of written documentation of contractual engagements between the

Bank and its customers, or between the Bank and its suppliers or others, deficient signatures, and/or a lack of details

in written agreements; from improperly phrased agreements and/or agreements open to interpretation that does

not reflect the Bank's intentions; or from agreements that are subject to cancellation (in full or in part) and/or that

include unenforceable provisions or other legal flaws.

The Bank takes a broad approach to legal risks, encompassing risks arising from primary and secondary legislative

directives, regulatory directives, rulings of courts, tribunals, and other entities with quasi-judicial authority, risks arising

from activity not backed by legal counsel or from flawed legal counsel, and risks arising from legal proceedings.

Legal risks are naturally intertwined with operational risks, as for example in the case of the possible absence of a

full, written, legally signed agreement in a particular transaction, despite the fact that an agreement of the same type

exists in the Bank and is used in the ordinary course of its business.

A legal risk management policy document has been approved in the Bank, emphasizing the following points:

• Identifyingandaddressingareasofmateriallegalrisk,withtheappointmentofanofficerresponsiblefor

implementing the directives.

• Preparingsuitableagreements,guidelines,andproceduresinordertoensurethatrisk-preventionmeasuresare

implemented.

• Examiningtheimplicationsoflegislativedirectives(includingcourtrulings)anddirectivesofgovernmentagencies,

and their consequences for the Bank’s work.

• Drawingconclusionsfromlegislativechanges(includingcourtrulings)andapplyingthoseconclusionsinthelegal

documents customarily used in the Bank; delivering opinions on such matters to the relevant Bank units.

With regard to subsidiaries in Israel and abroad, the plan delineates a general risk-management policy that each

subsidiary must adapt to its circumstances and operations; mechanisms for reporting to the Head of Legal Risk are

also required of these subsidiaries.


Other Risks

Reputation Risk

Damage to the Group's reputation as a stable, credible financial institution in the eyes of customers, shareholders,

investors, business partners, and regulatory agencies may lead to the transfer of customers' activity to other providers

of financial services, causing damage to the Group's activity and profitability. The risk is estimated in comparison to

various reference groups in the financial sector in Israel and abroad.

Competition Risk

Competitive risks arise from the banking system in Israel and from various financial institutions such as insurance

companies, investment-portfolio managers, foreign banks, etc., that may cause customers to transfer all of their

activities to these entities or by selectively acquiring services from different suppliers; there is also a risk of erosion of

profitability arising from competitive pressure to reduce fees and interest spreads. As a result, damage may be caused

to the Group's market share and profitability. Measures aimed at coping with competitive pressure are an important

element of the strategic plan and work plans; we therefore assume that no material impact is expected in the short

to medium term, beyond the existing effects on which the plans are based.

Regulatory and Legislation Risk

Risk to the Group's income and capital arising from legislation and/or directives of various regulatory agencies that

cause changes to the Group's business environment. Such changes may occasionally influence the Group's ability to

offer certain services and/or may obligate the Group to carry out technological and other investments at considerable

cost, while disrupting schedules for development of other planned services.

Changes in legislation as well as various regulatory developments, which result, among other things, in the imposition

of limits on holdings of shares of the Bank and on holdings by the Bank in shares of entities related to the Bank,

influence the Bank’s operations and may influence its business results.

As a "bank” and as a "banking corporation", the Bank’s activities are guided and bound by a system of laws, orders,

and regulations, including, among others, the Banking Ordinance, 1941; the Bank of Israel Law, 1954; the Banking Law;

and the Banking (Service to Customers) Law, 1981, as well as other laws with implications for its activity, such as the

Securities Law, 1968; the Supervision of Financial Services (Profession of Pension Advising) Law, 2005; the Regulation

of Engaging in Investment Advising, Investment Marketing, and Investment Portfolio Management Law, 1995; and

regulations and rules including the rules of the Governor of the Bank of Israel, and the directives, guidelines, and

position statements of the Supervisor of Banks.

Banking laws include directives that apply to numerous areas of the Bank’s activity, to the point that there is virtually no

area of its activity that is not influenced by them to some degree. Banking laws also influence the Bank’s subsidiaries,

including those not considered "banking corporations", and to a lesser extent, companies related to the Bank.

Under the banking laws, the Bank is subject to supervision by the Bank of Israel, and in particular, supervision by the

Governor of the Bank of Israel and by the Supervisor of Banks. In addition, the Bank is subject to supervision by

agencies within government ministries, particularly the Ministry of Finance.

Banking laws refer to the Bank’s capital and to the manner of its management, including the imposition of external

and internal auditing and internal controls; they also determine the areas of activity in which the Bank is permitted to

engage, and the other legal entities that the Bank is permitted to control, or in which it is permitted to hold means

of control at specified rates; and they restrict the extent of the Bank’s influence on controlled, related, and other

companies in which it holds means of control.


These laws restrict the Bank’s freedom of investment, particularly in "non-financial corporations", as defined in the

Banking Law. The banking laws impose certain usages of assets on the Bank, and they impose restrictions and conditions

for other usages of its assets.

The Bank monitors proposed legislation, regulations, and directives of the regulatory agencies to whose supervision

it is subject and/or that may affect the activity of the Bank Group and/or its business results.

Economic Risk – Condition of the Israeli Economy

Risk to the Group's income and capital arising from a slowdown in economic activity, which may have an adverse

effect on the condition of some businesses, on income levels, and on unemployment in the Israeli economy. Such a

process may cause deterioration in the condition of some of the Group's borrowers, leading to an adverse effect on

the probability of collecting credit. Furthermore, a slowdown in economic activity may cause a decline in non-credit

income, such as income from capital-market activity and foreign-trade activity, and may cause a change for the worse

in the composition of financial resources, such as an increase in the cost of resources and a decrease in their availability.

Economic Risk – Condition of the Global Economy

Risk to the Group's income and capital arising from a significant slowdown in economic activity in the global market,

which may have an adverse effect on the condition of some businesses in Israel and on the volume of business activity.

This could have a negative impact on the probability of collecting credit and/or reduce income from fees and/or

from capital-market activity and/or from the Group's activity abroad and/or from the provision of services related

to foreign-trade activity and/or from the activity of foreign investors and/or from the provision of services to Israeli

customers with activity abroad.

In light of the recent economic events in the Eurozone and the uncertainty regarding economic growth in the United

States, the Bank is conducting frequent analyses of the situation and its effects on the Bank, including scenarios of

escalation of this situation. As a result, the Bank is updating its exposure policies and has increased control over sectors

that may be affected by these events.

Political/Security Risk

Risk to the Group's income and capital arising from a lack of security/political stability in Israel. Deterioration in the

security situation may cause a slowdown throughout the economy, and an adverse effect on particular industries such

as tourism and hotels, aviation, commerce, construction, and foreign trade. In addition, there is a risk of damage to

commercial relations between Israel and other countries. Such situations may cause an adverse effect on the ability

to raise resources in foreign currency, on various investors, and on the condition of some of the Group's borrowers

and the probability of collecting credit from these borrowers.

Environmental Risk

Environmental risk to the Bank is the risk of loss as a result of directives related to the protection of the environment

and the enforcement thereof, which may occur if the Bank bears direct responsibility for an environmental hazard,

including the possibility that the Bank may be required to remove an environmental hazard, or may be liable to a third

party in respect of an environmental hazard, or as a result of the impairment of realized collateral. This risk may also

materialize indirectly as a result of the deterioration of the financial condition of another entity due to environmental

costs stemming from directives related to the protection of the environment. Reputation risk may also materialize as

a result of the attribution to the Bank of an association with the cause of an environmental hazard.


On June 11, 2009, the Supervisor of Banks issued a letter to banking corporations concerning the exposure to

and management of environmental risks. The letter refers to aspects of the Bank’s exposure to environmental risks.

Environmental risks may be included in other risks, such as operational risks, market risks, credit risks, and more. The

letter emphasizes that the identification and assessment of environmental risks are an inseparable part of a proper

process of risk assessment at the Bank; the Bank is therefore required to work to implement environmental risk

management as part of its overall risk management, including through the implementation of procedures for the

identification of material environmental risk when granting credit, and through the integration of environmental risk

assessment in the evaluation of the quality of credit extended to customers by the Bank.

Accordingly, the Board of Management of the Bank approved policies and methodologies for the identification,

specification, and management of environmental risks, to address the effect of environmental risk on the credit risk

of major borrowers. In the course of formulating the policies and working procedures, prevalent methodologies used

at international banks were examined and advisors specializing in this field were consulted.

Risk Factor Table

Pursuant to the directive of the Bank of Israel, the principal risk factors to which the Group is exposed in respect of

its banking activity have been mapped. The risk factors and the Board of Management’s estimates regarding the risk

level of each factor are listed in the following table. The severity of the risk factors is determined with reference to

the risk appetite defined by the Bank, and is rated on a scale of low, medium, and high.

In order to quantify the various risk factors that may affect the Bank, different possible risk scenarios were examined for

most of the risk factors, and the extent of the potential effect of each scenario on the Bank’s stability and profitability

was estimated. The risk scenarios noted above are identical to the scenarios used by the Bank to examine the required

capital under the directives of the Supervisor of Banks for the implementation of the Basel II approach.

Each risk factor listed in the table below was tested in its own right, under an assumption of independence of each

risk factor relative to the other risk factors listed in the table. However, for several risk factors in the table, scenarios

were tested to estimate the effect of the combination of a number of risk factors.

Note that the risk scenarios simulate a situation in which unexpected damages materialize beyond the expected level

of damage events in the course of the Group’s business.

Number Risk factor Effect of risk factor

Low Medium High

Financial risks

1. Credit risk X

1.1. Risk in respect of the quality of borrowers and/or collateral X

1.2. Risk in respect of sectoral concentration X

1.3. Risk in respect of concentration of borrowers/borrower groups X

2. Market risk X

2.1. Interest-rate risk X

2.2. Inflation risk/exchange-rate risk X

2.3 Share price risk X

3. Liquidity risk X

Operational and legal risks

4. Operational risk X

5. Legal risk X

Other risks

6. Reputation risk X

7. Competition risk X

8. Regulation and legislation risk X

9. Economic risk – condition of the Israeli economy X

10. Economic risk – condition of the global economy X

11. Political/security risk X


Basel II Starting on December 31, 2009, the Bank has implemented the directives on capital measurement and adequacy

based on the Basel II directives (hereinafter : "Basel II”), as published by the Supervisor of Banks and as integrated into

Proper Conduct of Banking Business Directives 201-211.

The Basel II framework is a set of guidelines and basic procedures published during 2004-2006 by the Basel Committee,

which coordinates the activity of the central banks in the industrialized countries with respect to numerous matters.

The objectives of these directives are, among other things, to define capital-adequacy requirements, with reference

to the risk appetite and actual risk level to which the banking corporation is exposed, and its ability to implement a

comprehensive system of rational treatment of risk identification, evaluation, management, and control, while expanding

the disclosure requirements in this area.

The Basel II directives consist of three pillars:

• PillarI–Includesthemannerofcalculationofthesupervisoryminimumcapitalrequirementsinrespectofcredit

risks, operational risk, and market risk.

• PillarII–Setsforthinternalprocesses(ICAAP–InternalCapitalAdequacyAssessmentProcess)tobeusedby

banks to assess the required capital in respect of risks in aggregate, including those not covered by Pillar I (such

as credit concentration, interest-rate risk in the banking book, liquidity risks, settlement risks, and strategic risks),

as well as a review process to be performed by the Supervisor of Banks.

• PillarIII–Marketdiscipline;establishesthetypeandextentofinformationtobepresentedinreportingtothe

public on the risks to which banks are exposed. This pillar requires the disclosure of both quantitative and qualitative

information, in order to enable the market to estimate the extent of the bank’s exposure to risk factors.

Implementation and Effect of New Regulatory Directives Regarding Capital Measurement and

Adequacy

1. On March 30, 2011, the Supervisor of Banks issued a circular entitled "Update of Disclosure Requirements Under

Pillar III of Basel II", which updates Pillar III disclosure requirements regarding securitization exposures. The circular

applies to annual reports from 2011 forward. The effect of the implementation of the circular on the Bank is not

material.

2. On July 4, 2011, the Supervisor of Banks issued a circular entitled "Capital Measurement and Adequacy – Capital

Components", which integrates the procedures for filing an application to issue subordinated notes and notification

of the Supervisor into Proper Conduct of Banking Business Directive No. 202.

3. On October 26, 2011, the Supervisor of Banks issued a letter entitled "Preparation for the Adoption of Basel III

Recommendations". According to the letter, the banking system in Israel will adopt the recommendations of "Basel III:

A global regulatory framework for more resilient banks and banking systems", published in December 2010, after the

recommendations are formulated, with adjustments. Accordingly, working committees were established within the

office of the Supervisor of Banks, which will submit professional recommendations regarding the manner of adoption.

On November 30, 2011, the Supervisor of Banks issued a draft translation of the original document of the Basel III

directives. In addition, on December 11, 2011, the Supervisor of Banks issued a letter entitled "Draft Translation of

Amendments to the Capital Measurement and Adequacy Framework – Basel II", which contains amendments of the

Basel II directives on securitization and market risks.

On January 30, 2012, the Supervisior of Banks published a letter entitled "Preparation for Implementation of the

Basel III Directives – Quantitative Impact Survey (QIS)”. According to this letter, the Bank is required to perform a

quantitative impact survey with regard to the effects of the implementation of the Basel III directives in connection

with the allocation of capital for potential losses that may arise from revaluation to market value (CVA risk), changes

in the definition of regulatory capital, and calculation of market risks. The results of the survey are to be submitted to

the Supervisor of Banks by April 30, 2012.


The Basel III directives change the structure of regulatory capital, including by focusing on reinforcement of the

components of core capital, and by applying limits to the types of instruments to be included in Tier I capital and in

Tier II capital. The directives also establish two new capital cushions: a cushion for the preservation of capital, and an

anti-cyclical cushion, designed to increase supervision and adjust capital requirements to the risk profile of the bank.

The directives also add a new limit – the leverage ratio – to the existing capital adequacy ratios, as well as addressing

liquidity ratios. The Bank is examining the effect of these guidelines and will begin implementation thereof subject to

the adoption of the guidelines by the Supervisor of Banks. At this stage, it is not possible to estimate the effect of the

implementation of these directives on the Bank.

Pillar III Disclosure

The objective of Pillar III is to encourage market discipline by allowing market participants to publish key information

concerning the capital adequacy of banks, through a mechanism of disclosure requirements.

The following table summarizes the disclosure requirements according to Pillar III:

Qualitative disclosure

Quantitative disclosure

Subject Page number

Implementation of Pillar I 190 -

Implementation of Pillar II and the Bank's approach to assessing its capital adequacy 190 -

Applicability of implementation 194 -

Structure and composition of regulatory capital 194 196

Capital adequacy 196 196

Credit risk 154, 198 198

Credit risk mitigation 202 203

Credit risk in respect of derivative financial instruments 162, 206 207

Securitization exposures 164, 207 208

Market risk 167 208

Operational risk 178 -

Positions in shares in the banking book 310 208

Interest risk in the banking book 169 173


Implementation of Basel II

Implementation of Pillar I

The implementation of the directives of Pillar I includes measurement of the risk exposures used to calculate the

required allocation of regulatory capital for these risks.

The following table lists the methods used by the Bank to calculate regulatory capital for each of the major risk

categories.

Category Method used by the Bank

Credit risks Standard method

Market risks Standard method

Operational risk Standard method

Counterparty credit risk Current exposure method

Securitization exposures Standard method

Other assets Based on risk weighting set forth in the Proper Conduct of Banking Business Directives

Implementation of Pillar II and the Bank’s Approach to the Assessment of its Capital Adequacy

Under the second pillar of Basel II, the Bank is required to carry out an internal process to assess capital adequacy

and establish strategy for ensuring capital adequacy: the Internal Capital Adequacy Assessment Process (hereinafter :

"ICAAP”). This process is aimed at ensuring an adequate level of capital in order to support all risks inherent in

the Bank’s activity and in its future plans for development and growth, while developing and applying appropriate

risk-management processes. Elements of the process include establishing risk appetite, capital objectives, and capital

planning and management processes under a variety of scenarios, including extreme scenarios.

Concurrently, the Supervisor of Banks is required to review and evaluate the ICAAP of the banking corporations,

within the SREP (Supervisory Review and Evaluation Process), in order to determine whether the capital and

capital objectives are adequate and require corrective measures where necessary, including through strengthening of

corporate governance, risk management, and internal controls. Within this review, the Supervisor may also require

corporations to add capital. The regulatory minimum capital ratio required of the bank is established as part of the

SREP. The examination of the ICAAP by the Supervisor of Banks constitutes part of the Risk Based Supervision (RBS)

working framework, in which the risk profile and quality of risk management at banking corporations are assessed,

among other matters.

In May 2011, the Bank submitted its ICAAP document for 2010 to the Bank of Israel. In this document, the Bank defined

its risk appetite, evaluated risks and the potential effect of its asset mix on its risk profile, and set capital objectives

based on these evaluations. The ICAAP document for 2011 will be submitted during April 2012.

The Bank routinely examines its ability to meet the capital targets that have been set while developing its business.

Towards that end, planning of balances of risk-adjusted assets and capital movements (including a net profit forecast,

a dividend distribution forecast, and a plan for the issuance of various capital instruments) is performed each year,

for a three-year range. This planning takes the business objectives of the Bank into consideration, and includes an

examination of several economic scenarios. To the best of the Bank's judgment, the Bank is capable of meeting the

capital targets that have been established while enlarging its risk-adjusted assets as needed for its business objectives.

Each quarter, the Bank performs an evaluation of the changes in the various parameters that affect its ability to comply

with its capital targets in the long term, and carries out changes as necessary.


Risk Appetite

The Board of Directors of the Bank defines risk appetite as well as risk capacity, in line with the strategy and future

business plans of the Bank. Risk appetite reflects and defines the risk level to which the Bank is willing to be exposed,

or which it is willing to undertake or sustain, during the ordinary course of business. Risk appetite serves as the basis

for the allocation of resources and capital.

Risk capacity reflects the risk level which the Bank will not exceed even in the event of the materialization of extreme

scenarios. In light of the above, the maximum risk level undertaken by the Bank during the ordinary course of business

(its risk appetite) is lower than its risk capacity.

The Board of Management of the Bank is responsible for everyday actions, and ensures through the definition and

enforcement of appropriate risk limits that the Bank operates within its declaration regarding risk appetite and risk

capacity, as defined, through the use of risk limits, among other means.

Capital Management

The objective of capital management is to optimize return on equity while complying with the detailed risk appetite

definitions established by the Board of Directors of the Bank, subject to regulatory directives. Accordingly, effective

capital management ensures:

• EfficientallocationofcapitalduringtheordinarycourseofbusinessoftheBank.

• Arobust,effectivelypricedcapitalbaseservingasacushionagainstunexpectedriskstowhichtheBankisexposed,

supporting business strategy, and allowing compliance at all times with the regulatory minimum capital requirement

(refers to the mix and amount of capital backing the strategy and risks of the Bank).

• Optimizationofcapitalratiosatalltimes–forthispurpose,theBanktakesintoaccountnotonlythecurrent

status of capital but also future developments in the capital base and capital requirements.

Guiding Principles in Capital Management

Capital management is an annual process with a rolling planning horizon of three years.

Capital management is considered an integral part of the Bank's strategic and financial plan. Capital management is

based on the growth plans of the various business units, with the aim of assessing capital requirements during the

period of the plan, and is used in the strategic planning process, in connection with feasibility and capital allocation

to units.

Capital Management Committee

In order to create a thorough and effective capital-management process at the Bank, a specialized department was

established to manage the Bank’s capital, reporting to the CFO. In addition, a decision was made to establish a senior

management committee headed by the CFO, with the participation of the heads of the Financial Markets, Strategy,

Comptrolling, and Risk Management Areas, and other senior officers.

Objectives of the committee:

1) To supervise the definition of methodology and construction of infrastructure for advanced capital management

at the Bank. The committee formulates methodology and methods of action, and serves as a steering committee

for the various initiatives involved in the Bank’s transition to advanced capital management. The committee

also receives routine updates on the progress of these initiatives and resolves decisions regarding the manner

of implementation of advanced capital management concepts at the Bank. Pursuant to the advanced capital

management approach, the Bank will:

• Planforthelongtermandmakedecisionsregardingthequantityofcapital,structureofcapital,andmannerof

capital allocation and usage.

• Strivetomaximizeeconomicprofitandreturnonequityovertime,subjecttoitsstrategy,businessneeds,and

risk appetite, taking into consideration the requirements of the various interested parties.


2) To routinely monitor the capital adequacy status of the Bank and formulate recommendations for action as

necessary. The committee holds regular discussions of the capital adequacy status and the outlook for the coming

months. Periodically, the committee also discusses long-term forecasts. In view of current and long-term needs, the

committee formulates recommendations for courses of action for the Board of Management and the Board of

Directors in the area of capital raising, optimization of capital usage, and adjustment of the quantity of risk-adjusted

assets due to capital limits.

Capital Adequacy Target Capital target of the Bank – The appropriate level of capital required in respect of the various risks to which

the Bank is exposed, as identified, estimated, and evaluated by the Bank. The total capital target is higher than the

required minimum regulatory capital, and includes the capital requirements with respect to Pillar I risks, in addition

to capital with respect to Pillar II risks and a capital "cushion” enabling the Bank to withstand losses in the event of

external crisis events (extreme scenarios), while complying with the minimum regulatory capital requirement. This

target takes into account actions by the Board of Management of the Bank aimed at reducing the risk level and/or

increasing the capital base.

The following are the Bank's capital adequacy targets, as approved by the Board of Directors of the Bank on

December 30, 2010:

The core Tier 1 capital ratio of the Bank shall be no less than 7.5%.

The total capital ratio of the Bank shall be no less than 12.5%.

Minimum Core Tier 1 Capital Ratios

On March 14, 2012, the Supervisor of Banks sent a draft instruction to all banking corporations concerning the

Supervisor's intention to establish a higher minimum core Tier 1 capital ratio than the current required rate. According

to the draft, all banking corporations will be required to maintain a minimum core Tier 1 capital ratio of 9% by

January 1, 2015.

In addition, a large banking corporation whose total consolidated balance-sheet assets constitute at least 20% of the

total balance-sheet assets in the banking system in Israel will be required to maintain a minimum core Tier 1 capital

ratio of 10% by January 1, 2017. This additional directive applies to the Bank.

The core Tier 1 capital ratio is to be calculated in accordance with the Basel III directives and the adjustments to be

established by the Supervisor of Banks.

The Bank is studying the expected requirements of the Supervisor of Banks, as presented in this draft instruction, and

intends to prepare as necessary to comply with the requirements to be established. The Bank's core Tier 1 capital

ratio as at December 31, 2011 stood at 7.90%.


Set out below is the calculation of the capital ratio according to the Basel II directives:

December 31, 2011

December 31, 2010*

December 31, 2010*

Reported Pro-forma**

NIS millions

1. Capital for the calculation of the capital ratio

Core capital 23,795 22,251 21,395

Tier I capital, after deductions 26,183 24,579 23,723

Tier II capital, after deductions 16,175 13,968 13,968

Total overall capital 42,358 38,547 37,691

2. Weighted balances of risk-adjusted assets

Credit risk 274,063 252,277 251,421

Market risks 7,018 5,483 5,483

Operational risk 20,047 19,154 19,154

Total weighted balances of risk-adjusted assets 301,128 276,914 276,058

December 31, 2011

December 31, 2010

December 31, 2010

%

3. Ratio of capital to risk-adjusted assets

Ratio of core capital to risk-adjusted assets 7.90% 8.04% 7.75%

Ratio of Tier I capital to risk-adjusted assets 8.69% 8.88% 8.59%

Ratio of total capital to risk-adjusted assets 14.07% 13.92% 13.65%

Minimum total capital ratio required by the Supervisor of Banks 9.00% 9.00% 9.00%

4. Significant subsidiaries

Isracard

Ratio of Tier I capital to risk-adjusted assets 13.80% *13.70%

Ratio of total capital to risk-adjusted assets 14.00% *13.70%

Minimum total capital ratio required by the Supervisor of Banks 9.00% 9.00%

Bank Hapoalim Switzerland

Ratio of Tier I capital to risk-adjusted assets 22.36% 22.08%

Ratio of total capital to risk-adjusted assets 22.36% 22.08%

Minimum total capital ratio required by local regulation ***11.20% 8.00%

Bank Pozitif

Ratio of Tier I capital to risk-adjusted assets 20.76% 27.49%

Ratio of total capital to risk-adjusted assets 18.34% 24.35%

Minimum total capital ratio required by local regulation 12.00% 12.00%


** The Bank has implemented the directives of the Supervisor of Banks regarding the measurement and disclosure of impaired debts as of January 1, 2011, as well as several IFRS adopted by the Supervisor of Banks. The pro-forma data represent the capital ratio of the Bank as it would have been if the aforesaid directives had been implemented on December 31, 2010. The effect of the implementation on equity as at January 1, 2011, amounted to approximately NIS 856 million.

*** On March 30, 2011, the Swiss central bank issued a circular on capital adequacy, effective July 1, 2011. The circular classifies financial institutions in Switzerland into several categories, in accordance with criteria that have been established. Bank Hapoalim Switzerland has been assigned to a category in which it will be required to maintain a minimum total capital ratio of 11.2%, instead of the 8% required until the date of implementation of the directive.


Applicability of Implementation

In general, the capital requirements of the Bank are based on its consolidated financial statements, which are prepared

according to Israeli GAAP and the directives and guidelines of the Supervisor of Banks. According to Israeli GAAP,

subsidiaries controlled directly or indirectly by the Bank are consolidated in the financial statements, but different

consolidation rules sometimes apply for the purposes of the supervision of capital. However, as at December 31, 2011,

there are no differences between the consolidation base according to GAAP and the supervisory consolidation base

for the purposes of capital adequacy.

There are no significant prohibitions or restrictions on the transfer of funds or supervisory capital within the Group.

With regard to the limits established in the Bank of Israel’s permit for the acquisition of control of the Bank in

connection with the distribution of surpluses, see the section "Dividend Distribution” above.

For further details regarding the principal subsidiary and affiliated companies of the Bank, see Note 6C to the Financial

Statements.

Structure of Regulatory Capital and Composition of Capital

Pursuant to the Basel II directives, banking corporations must maintain a ratio of capital to risk-adjusted assets of no

less than 9%.

Capital measurement for the purposes of this directive is based on the division of capital into Tier I, Tier II, and Tier

III capital (held against market risks).

Core capital, which is part of Tier I capital, includes most of the components of shareholders’ equity (excluding net

profits from adjustments to fair value of securities available for sale) and minority interests’ rights in the capital of

consolidated companies, net of intangible assets and goodwill, and net of 50% of investments in financial corporations

in which the Bank has substantial influence.

Tier I capital consists of core capital plus non-innovative and innovative hybrid capital instruments. Non-innovative

capital instruments have characteristics such as: a maturity date of no less than 49 years; not secured by any form

of collateral; rights under the instruments are subordinated relative to all creditors of the Bank; the instruments

include mechanisms for the absorption of losses on a current basis (suspension of interest and principal payments,

and forced conversion into shares under circumstances established for those instruments); and they do not accrue

interest and principal not paid on time, in any way (except in the case of payment in the form of shares), including in

cases in which interest and principal payments are suspended. Innovative capital instruments are those that meet the

definition of non-innovative capital instruments but also include an incentive for the Bank to carry out redemptions,

such as a mechanism for an increase in the interest rate after a certain number of years. The Bank has innovative

capital instruments only.


Tier II capital of the Bank includes Upper Tier II capital, which consists of innovative hybrid capital instruments, as well

as 45% of the total net profits before the effect of related taxes in respect of adjustments to fair value of securities

available for sale, and the general allowance. Innovative hybrid capital instruments recognized as Upper Tier II capital are

instruments that fulfill the characteristics of innovative capital instruments included in Tier I capital, with the following

exceptions: they can be cumulative; there is no requirement to convert them into shares; and the rights arising from

the instruments are subordinated to all creditors of the Bank except holders of Tier I capital instruments.

Lower Tier II capital consists of subordinated notes with the following main characteristics: a term to maturity of no

less than five years; issued without collateral; rights under the instruments are subordinated to the claims of other

creditors of the Bank, except creditors holding Tier I capital and Upper Tier II capital; and of the amount thereof

recognized as Tier II capital, as noted, 20% shall be deducted at the beginning of each year in the last five years before

their maturity date (in the event of a subordinated note settled in installments, such a deduction should be made

from each installment).

Hybrid capital instruments issued before the implementation of the directive were approved by the Supervisor of

Banks for inclusion in capital, including the various tiers.

50% of investments in financial corporations in which the Bank has substantial influence are deducted from Tier II

capital.

Tier III capital includes subordinated notes that fulfill the characteristics established in the directives of the Supervisor

of Banks. At this stage, the Bank has no subordinated notes classified as Tier III capital.

Limits on the Capital Mix

The directive establishes limits on the capital mix in the various tiers, primarily the following:

• Totalcorecapitalshallconstituteatleast70%ofTierIcapital,aftertherequireddeductionsfromthecapitalin

this tier only.

• Totalinnovativehybridcapitalinstruments,asdetailedabove,shallnotexceed15%oftotalTierIcapital,afterthe

required deductions from the capital in this tier only.

• TotalTierIIcapitalandTierlllcapitalshallnotexceed100%ofTierIcapital,aftertherequireddeductionsfrom

the capital in this tier only.

• LowerTierIIcapital,asdetailedabove,shallnotexceed50%oftheTierIcapitalnotallocatedagainstmarketrisks

(with regard to capital allocated against market risk, see below).

• TierIIIcapitalheldagainstmarketrisksshallnotexceed250%oftheTierlcapitalheldagainstthisrisk.

Hybrid capital instruments recognized as Tier I capital are raised by the Bank. Capital instruments recognized as

Tier II capital are raised by the Bank and through its wholly-owned subsidiaries (Hapoalim Hanpakot and Hapoalim

International N.V.). For details regarding subordinated notes, see Note 11 to the Financial Statements.


Set out below is the composition of capital for the purpose of calculating the capital ratio.

December 31, 2011

December 31, 2010

NIS millions

Tier I capital

Paid-up common share capital and premium 8,066 8,147

Retained earnings 15,371 *13,799

Non controlling interests in equity of consolidated subsidiaries 282 337

Other capital instruments 188 86

Amounts deducted from Tier I capital (112) (118)

Total core capital 23,795 *22,251

Innovative hybrid instruments 2,388 2,328

Total Tier I capital 26,183 *24,579

Tier II capital

Upper Tier II capital 3,523 3,662

Lower Tier II capital 12,707 10,359

Amounts deducted from Tier II capital (55) (53)

Total Tier II capital 16,175 13,968

Total eligible capital 42,358 *38,547

* Restated, due to the retroactive implementation of the directives of the Supervisor of Banks regarding financial reporting on employee benefits. For further details, see Note 1(E)(18)in the Financial Statements.

For further details, see Note 13 in the Financial Statements.

Capital Adequacy

Measurement of Risk Exposures and Capital Requirements

The measurement of the exposures to the various risks may change depending on the definition of the exposure:

financial reporting according to GAAP, establishment of regulatory (supervisory) capital, or the Bank’s internal exposure

management needs. Risk exposures presented below are based on the rules defined for the calculation of the

regulatory capital required in order to support these risks.

Implementation of External Credit Ratings

According to the external rating based standard approach implemented at the Bank, credit risk weightings are

determined by methods including the attribution of exposure to the counterparty to a transaction, as stated in the

directive, taking into account the external credit ratings established by external credit assessment institutions (ECAI),

which are used for standard measurement of credit risk.

ECAI ratings are used to determine the risk weight of the following types of exposures:

• Sovereign

• Publicsector

• Bankingcorporations

• Securitizations


For this purpose, the Bank uses data from two rating agencies: Moody’s Investor Service and Standard & Poor’s Rating

Group. The following table maps the ratings of the major international rating agencies:

Ratings by rating agencies Risk weight

Moody's S&P Corporations Banks Sovereign

1 Aaa to Aa3 AAA to AA- 20% 20% 0%

2 A1 to A3 A+ to A- 50% 50% 20%

3 Baa1 to Baa3 BBB+ to BBB- 100% 100% 50%

4 Ba1 to Ba3 BB+ to BB- 100% 100% 100%

5 B1 to B3 B+ to B- 150% 100% 100%

6 Caa1 or lower CCC+ or lower 150% 150% 150%

During the rating process, customers are identified and the appropriate rating is determined by matching the files of

the ECAIs with the data of the counterparties. The data are entered into the calculation system, and the appropriate

risk weight is assigned based on the rules established by the Supervisor of Banks. Accordingly, the lower of the credit

ratings assigned by either of the two rating agencies noted above is selected.

If there is no rating for the counterparty, the risk weight is calculated according to the defaults defined in the directives

of the Bank of Israel.

The risk weight for debts of Israeli banks with an original term to maturity of three months or less, denominated and

financed in New Israeli Shekels, is 20%.

The risk weight for banks is determined by the risk weight of the country in which the bank is incorporated, and is

one level below the risk weight derived from the country's rating.


Set out below are risk-adjusted assets and capital requirements in respect of credit risk, market risk, and operational risk.


Risk-adjusted assets

Capital requirements

Risk-adjusted assets


NIS millions

Credit risk

Sovereign debt 1,709 154 1,575 142

Debts of public-sector entities 3,395 306 3,006 271

Debts of banking corporations 7,919 713 6,154 554

Debts of corporations 127,004 11,430 112,294 10,106

Debts secured by commercial real estate 59,504 5,355 55,426 4,988

Retail exposures to individuals 34,395 3,096 34,603 3,114

Loans to small businesses 5,971 537 5,834 525

Housing loans 24,146 2,173 23,999 2,160

Securitization 41 4 91 8

Other assets 9,979 898 *9,295 *837

Total in respect of credit risk 274,063 24,666 *252,277 *22,705

Market risks 7,018 632 5,483 493

Operational risk 20,047 1,804 19,154 1,724

Total risk-adjusted assets in respect of the various risks 301,128 27,102 *276,914 *24,922

Total capital 42,358 *38,547

Capital ratio required by the Supervisor of Banks 9.00% 9.00%

Ratio of core capital to risk-adjusted assets 7.90% *8.04%

Ratio of Tier I capital to risk-adjusted assets 8.69% *8.88%

Ratio of total capital to risk-adjusted assets 14.07% *13.92%


Credit Risk

Credit risk is the risk that a borrower or debtor may default on obligations to the Bank under an agreement. The credit

portfolio is a major component of the Bank’s asset portfolio; deterioration in the stability of the various borrowers

may therefore have an adverse effect on the value of assets and on the profitability of the Bank. Within credit risk

management, credit policies and exposure limits for borrowers and sectors in the various segments of activity are

defined at the Bank. The Group has credit policies and exposure limits for different types of borrowers in the various

activity segments and products, and compliance with these limits is monitored routinely.

For details regarding the management of credit risks and the manner of establishing the allowance for credit losses

(the individual allowance and the group allowance), see the section "Risk Management".


Credit Risk Exposures

Set out below is the segmentation of credit risk exposures by counterparty and by main types of credit exposures, before provisions for credit losses(1):

December 31 2011

Sovereign Public sector

Banking corporations

Corporations Secured by commercial real estate

Retail to individuals

Small businesses

Housing loans

Securitization Others Gross credit exposure(2)

Average gross credit

exposure

NIS millions

Loans(3) 48,128 4,806 7,227 99,259 45,002 44,066 8,192 48,746 - - 305,426 290,023

Bonds(4) 24,914 1,195 888 2,190 87 - - - 7 - 29,281 25,684

Derivatives(5) 81 429 9,413 5,693 1,100 12 1 18 - - 16,747 14,633

Other off-balance- sheet exposures 546 1,491 2,046 64,542 40,369 48,699 4,120 2,176 191 - 164,180 157,087

Other assets(6) - - - - - - - - - 12,455 12,455 12,362

Total 73,669 7,921 19,574 171,684 86,558 92,777 12,313 50,940 198 12,455 528,089 499,789

(1) After deduction of write-offs and before deduction of credit losses on individual and group basis.(2) Before conversion to credit of off-balance-sheet components, as required in the Basel II directives (e.g. weighting of unutilized credit facilities as credit), and before

credit risk mitigation as a result of the execution of certain actions (e.g. use of guarantees).(3) Including credit to the public, credit to the government, and deposits with central banks.(4) Not including bonds held for trading.(5) Positive fair value of derivatives, including the addition (Add-On) prescribed in the Basel II reflects the amount of potential future credit exposure for the balance

of the face value of derivative instruments.(6) Including cash, advance payments to tax authorities, shares, and other assets with no counterparty such as buildings and equipment.

Set out below is the segmentation of credit-risk exposures by counterparty and by main types of credit exposures after provisions for doubtful debts(1):

December 31 2010

Sovereign Public sector

Banking corporations

Corporations Secured by commercial real estate

Retail to individuals

Small businesses

Housing loans

Securitization Others Gross credit exposure(2)

Average gross credit

exposure

NIS millions

Loans(3) 42,573 4,041 5,911 83,982 43,461 43,724 7,946 41,757 - - 273,395 263,520

Bonds(4) 21,075 1,307 1,673 2,533 111 - - - 262 - 26,961 22,796

Derivatives(5) 1 513 6,249 4,794 298 3 - 25 - - 11,883 11,988

Other off-balance- sheet exposures 562 708 1,531 60,510 35,366 45,119 3,501 5,125 177 - 152,599 146,052

Other assets(6) - - - - - - - - - *12,508 *12,508 *11,254

Total 64,211 6,569 15,364 151,819 79,236 88,846 11,447 46,907 439 *12,508 *477,346 *455,610


(1) Not including the general provision for doubtful debts.(2) Before conversion to credit of off-balance-sheet components, as required in the Basel II directives (e.g. weighting of unutilized credit facilities as credit), and before

credit risk mitigation as a result of the execution of certain actions (e.g. use of guarantees).(3) Including credit to the public, credit to the government, and deposits with central banks.(4) Not including bonds in the trading portfolio.(5) Positive fair value of derivatives, including the add-on established in the Basel II directive reflecting the amount of the future potential exposure to credit in respect

of the balance of the face value of derivative instruments.(6) Including cash, advance payments to tax authorities, shares, and other assets with no counterparty such as buildings and equipment.


The Bank adopted the directive of the Supervisor of Banks, "Measurement and Disclosure of Impaired Debts, Credit

Risk, and Provision for Credit Losses", for the first time on January 1, 2011. Pursuant to the disclosure requirements

under Pillar III of Basel II, credit exposures as at December 31, 2011 were presented in gross amounts, after deduction

of the balance of accounting write-offs, and before deduction of the allowance for credit losses (on an individual

and group basis). Data on credit exposures as at December 31, 2010 are presented after deduction of the specific

provision for doubtful debts. The data as at December 31, 2011 are therefore not comparable with the data as at

December 31, 2010.

The main gross credit exposures derive from loans extended by the Bank to its customers and from off-balance-sheet

exposures, which mainly include credit facilities, guarantees, and commitments to extend credit.

Gross credit exposures as at December 31, 2011 totaled approximately NIS 528.1 billion, compared with

NIS 488.3 billion on December 31, 2010, before the deduction of provisions for doubtful debts, an increase of

approximately NIS 39.8 billion. This increase mainly resulted from an increase in credit exposures in respect of

corporations, in the amount of approximately NIS 14.2 billion; an increase in exposure to debts secured by commercial

real estate, in the amount of approximately NIS 3.7 billion; an increase housing loans, in the amount of approximately

NIS 3.9 billion; an increase in exposures to banking corporations, in the amount of approximately NIS 4.2 billion; an

increase in deposits with central banks and credit to governments, in the amount of approximately NIS 5.5 billion;

an increase in government bonds, in the amount of approximately NIS 3.8 billion; an increase in retail exposure to

individuals, in the amount of approximately NIS 2.7 billion; and an increase in the public sector, in the amount of

approximately NIS 1.3 billion.

Approximately 33% of the gross credit exposure of the Bank derives from exposure to corporations handled by the

Corporate Area, or other clients each of whose total balance of credit, calculated in accordance with the directives,

exceeds NIS 5 million. Risk-adjusted assets in respect of such customers are weighted according to ratings by

international rating agencies, or at 100% in the absence of such ratings.

Approximately 18% of the gross credit exposure of the Bank derives from retail exposure to customers each of

whose total balance of credit, calculated in accordance with the directive, does not exceed NIS 5 million (including

small businesses). Subject to compliance with certain conditions, the directive permits weighting of risk-adjusted assets

in respect of such exposures at 75%.

Sovereign credit exposures, constituting approximately 14% of the gross credit exposure of the Bank, primarily

include deposits with central banks in Israel and in the United States, and investments in bonds issued by the Israeli

government and the US government.

Credit exposure in respect of housing loans, constituting approximately 10% of the gross credit exposure of the

Bank, includes credit granted for the purchase of homes where the ratio of the loan to the value of the asset at the

date of granting of the loan (LTV) does not exceed 75%. Subject to compliance with certain conditions, the directive

permits weighting of risk-adjusted assets in respect of such exposures at 35%.

Approximately 16% of the gross credit exposure of the Bank derives from exposure to debts secured by commercial

real estate, including credit granted for the purchase of income-bearing commercial real estate.


Set out below is the segmentation of gross credit exposure, before deducting the allowance for credit losses(1), by

contractual term to maturity (the last period), according to the principal types of financial instruments.

December 31, 2011

Up to 1 year 1 year to 5 years

Over 5 years Other Gross credit exposure(2)

NIS millions

Loans(3) 145,876 74,294 85,256 - 305,426

Bonds(4) 12,409 5,633 11,239 - 29,281

Derivatives(5) 7,252 4,315 5,180 - 16,747

Other off-balance-sheet exposures 23,202 132,979 7,999 - 164,180

Other assets(6) 2,232 - - 10,223 12,455

Total 190,971 217,221 109,674 10,223 528,089

(1) After deduction of accounting write-offs and before deduction of provisions for credit losses on an individual and group basis.(2) Before conversion to credit of off-balance-sheet components, as required in the Basel II directives (e.g. weighting of unutilized

credit facilities as credit), and before credit risk mitigation as a result of the execution of certain actions (e.g. use of guarantees).(3) Including credit to the public, credit to the government, and deposits with central banks.(4) Not including bonds held for trading.(5) Positive fair value of derivatives, including the add-on established in the Basel II directive reflecting the amount of the future

potential exposure to credit in respect of the balance of the face value of derivative instruments.(6) Including cash, advance payments to tax authorities, shares, and other assets with no counterparty such as buildings and

equipment.

Set out below is the segmentation of gross credit exposure, after deducting the provision for doubtful debts(1), by

contractual term to maturity (the last period), according to the principal types of financial instruments.

December 31, 2010

Up to 1 year 1 year to 5 years

Over 5 years Other Gross credit exposure(2)

NIS millions

Loans(3) 132,312 60,524 80,559 - 273,395

Bonds(4) 10,774 5,636 10,551 - 26,961

Derivatives(5) 5,172 2,022 4,689 - 11,883

Other off-balance-sheet exposures 20,262 126,077 6,260 - 152,599

Other assets(6) 3,230 - - *9,278 *12,508

Total 171,750 194,259 102,059 * 9,278 *477,346


(1) Not including the general provision for doubtful debts.(2) Before conversion to credit of off-balance-sheet components, as required in the Basel II directives (e.g. weighting of unutilized

credit facilities as credit), and before credit risk mitigation as a result of the execution of certain actions (e.g. use of guarantees).(3) Including credit to the public, credit to the government, and deposits with central banks.(4) Not including bonds held for trading.(5) Positive fair value of derivatives, including the add-on reflecting the amount of the future potential exposure to credit in respect

of the balance of the face value of derivative instruments.(6) Including cash, advance payments to tax authorities, shares, and other assets with no counterparty such as buildings and

equipment.


Information regarding problematic loans and the allowance for credit losses by counterparty is set out below:

December 31, 2011

Impaired loans Loans in arrears Allowance on an individual basis

Allowance on a group basis

NIS millions

Public sector - - - 18

Banking corporations - - - 4

Corporations 4,218 1,118 965 970

Secured by commercial real estate 3,206 1,365 388 1,043

Retail to individuals 1,038 464 284 488

Small businesses 147 76 55 56

Housing loans - 997 - 387

Others - - - 2

Total 8,609 4,020 1,692 2,968

For the distribution of the balance of problematic debts by economic sector, see Appendix 5 to the Management

Review regarding total credit risk to the public by economic sector.

For the distribution of credit exposures by geographical region, see Appendix 6 to the Management Review regarding

exposure to foreign countries.

For further information regarding problematic loans and the allowance for credit losses, see Notes 1 and 4 to the

Financial Statements.

Credit Risk Mitigation

The Bank applies the comprehensive standard approach in order to determine risk weightings to apply to the

counterparty. The standard approach requires the use of independent ratings prepared by international rating agencies.

The following tables present details of gross credit exposure (after deducting the allowance for credit losses on an

individual and group basis) by risk weightings, with segmentation of the exposure by counterparty (segments), before

and after credit risk mitigation in respect of recognized collateral.


Before credit risk mitigation:

December 31, 2011

0% 20% 35% 50% 75% 100% 150% Gross credit

exposure(1)

NIS millions

Sovereign 68,496 4,035 - 216 - 922 - 73,669

Public sector - 622 - 7,281 - - - 7,903

Banking corporations - 12,830 - 5,985 - 755 - 19,570

Corporations - 1,032 4,094 - 163,559 1,064 169,749

Secured by commercial real estate - - - - - 83,887 1,240 85,127

Retail to individuals - - - - 91,725 163 117 92,005

Small businesses - - - - 12,165 9 28 12,202

Housing loans - - 35,096 - 8,754 6,307 396 50,553

Securitization - 193 - 5 - - - 198

Others 2,606 - - - - 9,193 654 12,453

Total 71,102 18,712 35,096 17,581 112,644 264,795 3,499 523,429

December 31, 2010

0% 20% 35% 50% 75% 100% 150% Gross credit

exposure(1)

NIS millions

Sovereign 59,465 3,604 - 261 - 881 - 64,211

Public sector - 96 - 6,436 - 37 - 6,569

Banking corporations - 11,368 - 3,396 - 598 2 15,364

Corporations - 575 - 3,440 - 146,785 1,019 151,819

Secured by commercial real estate - - - - - 78,245 991 79,236



Housing loans - - 23,595 - 13,961 8,955 396 46,907


Others 3,288 - - - - *8,820 400 *12,508

Total 62,753 16,072 23,595 13,543 113,792 *244,530 3,061 *477,346


(1) Before conversion to credit of off-balance-sheet components, as required in the Basel II directives (e.g. weighting of unutilized credit facilities as credit), and before credit risk mitigation.


After credit risk mitigation:

December 31, 2011

0% 20% 35% 50% 75% 100% 150% Net credit exposure(1)

NIS millions

Sovereign 68,496 4,035 - 216 - 922 - 73,669

Public sector - 622 - 7,281 - - - 7,903

Banking corporations - 15,305 - 18,292 - 755 - 34,352

Corporations - 1,032 - 4,094 - 160,558 941 166,625

Secured by commercial real estate - - - - - 81,197 1,222 82,419



Housing loans - - 35,096 - 8,754 6,307 396 50,553


Others 2,606 - - - - 9,193 654 12,453

Total 71,102 21,187 35,096 29,888 95,941 259,103 3,357 515,674

December 31, 2010

0% 20% 35% 50% 75% 100% 150% Net credit exposure(1)

NIS millions

Sovereign 59,465 3,623 - 261 - 881 - 64,230

Public sector - 96 - 6,435 - 37 - 6,568

Banking corporations - 13,465 - 15,224 - 598 2 29,289

Corporations - 575 - 3,440 - 144,731 1,017 149,763

Secured by commercial real estate - - - - - 75,549 989 76,538



Housing loans - - 23,595 - 13,959 8,955 396 46,905


Others 3,288 - - - - *8,820 400 *12,508

Total 62,753 18,188 23,595 25,370 97,905 *239,780 3,055 *470,646

* Restated, due to the retroactive implementation of the directives of the Supervisor of Banks regarding financial reporting on employee benefits. For further details, see Note 1(E)(18) to the Financial Statements.

(1) Before conversion to credit of off-balance-sheet components, as required in the Basel II directives (e.g. weighting of unutilized credit facilities as credit), and after credit risk mitigation.


Use of Eligible Collateral for Credit Risk Mitigation

As part of its credit-risk management, the Bank receives collateral from its customers to secure credit. This collateral

includes financial assets, real-estate assets, and other assets. Against credit granted to companies, the Bank also receives

collateral in the form of a general floating lien on the company’s assets. Under the Basel II directives, under certain

conditions, certain collateral such as guarantees, credit derivatives, and financial instruments held as collateral can be

deducted from risk-adjusted assets for the purpose of calculating the capital adequacy ratio.

The deduction of collateral for the calculation of the capital ratio is performed after using safety margins established

in the directive. These margins take into account factors including the term to maturity of the collateral, any lack of

congruity between the linkage terms of the collateral and of the credit that it secures, and volatility in the value of

the collateral.

The eligible financial collateral used by the Bank to calculate capital adequacy and risk mitigation includes deposits

that constitute collateral by way of liens, as well as bonds of banking corporations and governments under permanent

liens. In addition, the Bank uses guarantees of banking corporations, which transfer the exposure from the segment

of the guaranteed party to exposure to banking corporations.

The following table lists the types of collateral used, and presents the exposures covered by guarantees, exposures

covered by credit derivatives, and exposures covered by eligible financial collateral, by counterparty:

December 31, 2011

Gross credit exposure(1)

Exposure covered by guarantees

Exposure covered by derivatives

Total amounts

subtracted

Total amounts added(2)

Exposure covered

by financial collateral(3)

Net credit exposure(4)

NIS millions

Sovereign 73,669 - - - - - 73,669

Public sector 7,903 - - - - - 7,903

Banking corporations 19,570 - - - 14,782 - 34,352

Corporations 169,749 (176) - (176) - (2,948) 166,625

Secured by commercial real estate 85,127 (71) - (71) - (2,637) 82,419

Retail to individuals 92,005 (13,132) - (13,132) - (1,584) 77,289

Small businesses 12,202 (1,026) - (1,026) - (963) 10,213

Housing loans 50,553 - - - - - 50,553

Securitization 198 - - - - - 198

Others 12,453 - - - - - 12,453

Total 523,429 (14,405) - (14,405) 14,782 (8,132) 515,674


(2) Including exposures added in respect of repurchase transactions.(3) After taking safety margins into account.(4) Before conversion to credit of off-balance-sheet components, as required in the Basel II directives (e.g. weighting of unutilized

credit facilities as credit), and after credit risk mitigation.


December 31, 2010

Gross credit exposure(1)

Exposure covered by guarantees

Exposure covered by derivatives

Total amounts

subtracted

Total amounts

added

Exposure covered

by financial collateral(2)

Net credit exposure(3)

NIS millions

Sovereign 64,211 - - - 19 - 64,230

Public sector 6,569 - - - - (1) 6,568

Banking corporations 15,364 - - - 13,925 - 29,289

Corporations 151,819 (225) - (225) - (1,831) 149,763

Secured by commercial real estate 79,236 (72) - (72) - (2,626) 76,538

Retail to individuals 88,846 (12,708) - (12,708) - (1,410) 74,728

Small businesses 11,447 (939) - (939) - (830) 9,678

Housing loans 46,907 - - - - (2) 46,905

Securitization 439 - - - - - 439

Others *12,508 - - - - - *12,508

Total *477,346 (13,944) - (13,944) 13,944 (6,700) *470,646



(2) After taking safety margins into account.(3) Before conversion to credit of off-balance-sheet components, as required in the Basel II directives (e.g. weighting of unutilized

credit facilities as credit), and after credit risk mitigation.

The use of eligible collateral led to a decrease in credit exposures assigned risk weightings of 75% and 100%. Credit

exposures in the amount of approximately NIS 14.4 billion were assigned reduced risk weightings of 20% and

50%, due to the use of guarantees of banking corporations. In addition, the use of eligible financial collateral, mainly

including pledged deposits and government bonds, led to a reduction of the overall credit exposure by a total of

approximately NIS 8.1 billion.

Credit Risk in Respect of Derivative Financial Instruments

Credit risk arising from transactions in derivative financial instruments in respect of the counterparty to the transaction

is measured by applying conservative margins to the face value of the transactions, according to the risk weight of

the counterparty.

In order to calculate credit risk exposure in respect of derivative financial instruments, the Bank implements the

present exposure method, as established in the directive. In this method, credit risk in respect of derivative financial

instruments includes the amounts of the positive fair value of derivatives in the balance sheet, plus add-on values in

respect of potential credit risk, calculated by multiplying the face values of the derivatives by the coefficients stated

in the directive, taking into account the underlying asset and term to maturity of the instrument. The following table

lists credit exposures of the Bank arising from derivatives.


December 31 2011

Interest-rate derivatives

Foreign-currency and gold

derivatives

Share derivatives

Precious metals

Commodity derivatives

Total

NIS millions

Positive gross fair value 5,580 4,895 299 105 42 *10,921

Add-on values 1,484 4,300 96 28 22 5,930

Net credit exposure 7,064 9,195 395 133 64 *16,851

* Before adjusting the credit risk inherent in these transactions, resulting from the implementation of the directive FAS 157.

December 31 2010

Interest-rate derivatives

Foreign-currency and gold

derivatives

Share derivatives Precious metals Commodity derivatives

Total

NIS millions

Positive gross fair value 3,259 2,959 239 30 8 6,495

Add-on values 1,305 3,812 245 12 14 5,388

Net credit exposure 4,564 6,771 484 42 22 11,883

The following table details the face value of the Bank’s credit-derivatives portfolio, used for risk management in the

Bank’s credit portfolio (the Bank is not a party to CDS transactions originating in mediation activities).

December 31 2011

Face value in NIS millions

Banking book

Protection acquired

Protection sold Total face value of credit

derivatives

Credit derivatives 30 573 603

December 31, 2010

Face value in NIS millions

Banking book

Protection acquired

Protection sold Total face value of credit

derivatives

Credit derivatives 30 579 609

Securitization Exposures

The volume of the Bank’s exposure in respect of securitization is approximately NIS 198 million, arising from approximately

NIS 7 million in investments in asset-backed securities (ABS) and approximately NIS 191 million in liquidity lines.

The Bank supplies liquidity lines to securitization entities in which third parties serve as the sponsors. The lines supplied

by the Bank constitute a relatively small share of the total liquidity lines of these securitization entities. The Bank

does not supply credit reinforcement to these entities. The securitization entities engage in the acquisition of debts,

financed through the issuance of commercial paper rated A1+/P1. The total liquidity lines supplied to securitization

entities, as described above, as at December 31, 2011 amounted to NIS 191 million (USD 50 million), compared with

NIS 177 million at the end of 2010. No withdrawals were executed on any of these lines up to December 31, 2011.


The Bank uses the lower of the ratings assigned by two international credit rating agencies, Standard and Poor’s Rating

Group and Moody’s Investor Service, to assign the relevant risk weights to these exposures.

The following table details securitization exposures acquired by the Bank and the relevant capital requirements.

December 31 2011 December 31 2010

Risk weight Amount of exposure

Capital requirement

Amount of exposure

Capital requirement

NIS millions

AAA to AA- 20% 193 4 429 8

A+ to A- 50% 5 - 10 -

BBB+ to BBB- 100% - - - -

BB+ to BB- 350% - - - -

B+ or lower or unrated Deducted from capital - - - -

Total 198 4 439 8

Capital Requirements in Respect of Market Risks

December 31 2011 December 31 2010

Specific risk General risk Total Specific risk General risk Total

NIS millions

Interest-rate risk 55 211 266 50 126 176

Share risk 5 5 10 6 6 12

Foreign currency exchange-rate risk - 282 282 - *241 *241

Options risk - 74 74 - *64 *64

Total 60 572 632 56 437 493

*Reclassified

Under the Basel II directives, market risk includes specific market risk in respect of securities in the trading book, and

general risk in respect of interest rate risk, share risk, foreign currency exchange rate risk and options risk.

Positions in Shares in the Banking Book

The following are details of the Bank’s investments in shares in the banking book.


Balance-sheet value and fair

value


Balance-sheet value and fair

value


NIS millions

Investments classified into the trading portfolio 52 (1)10 64 (1)12

Investments classified into the available-for-sale portfolio 1,538 138 2,221 200

Total investments in shares 1,590 148 2,285 212

Of which: Traded on the stock exchange 1,027 1,752

Privately held 563 533

Unrealized profits included in Tier II capital 88 224

(1) Including capital allocation with respect to specific market risk and general market risk.


Disclosure Regarding the Internal Auditor Information regarding the Internal Auditor – Mr. Jacob Orbach has served as Chief Internal Auditor of

the Bank as of January 1, 2010. Mr. Orbach has worked at the Bank Hapoalim Group since 1980, and is employed

full-time, with the rank of a Member of the Board of Management. He holds a B.A. degree in Economics from Tel

Aviv University and has experience in the areas of banking and auditing. Mr. Orbach meets the conditions stipulated

in Section 3(A) of the Internal Audit Law, 1992 (hereinafter : the "Internal Audit Law"). The Internal Auditor is not an

interested party in the Bank or its subsidiaries, and holds no other office in addition to his position as Chief Internal

Auditor of the Bank and Internal Auditor of some of the subsidiaries in the Group, as required under Section 146(B)

of the Companies Law and Section 8 of the Internal Audit Law. The appointment and termination of internal audit

employees are subject to approval by the Chief Internal Auditor; audit employees receive instructions on audit-related

matters only from the Chief Internal Auditor or from internal audit executives authorized by him; in general, internal

audit employees do not hold other positions in addition to internal auditing; employees of the Internal Auditor Bureau

are authorized to sign on behalf of the Bank only documents related to audit work, as required under the directives

of Section 8 of the Banking Rules (Internal Audit), 1992 (hereinafter : the "Audit Rules").

Appointment method – The appointment of the Internal Auditor was approved by the Board of Directors

of the Bank on November 18, 2009, following the recommendation and approval of the Audit Committee on

November 18, 2009, which cited considerations including Mr. Orbach's extensive professional experience in the

area of business and his familiarity with the Bank and with its managerial and organizational culture, as well as his

professional skills and personal qualities.

Superior officer of the Internal Auditor – The Chief Internal Auditor reports organizationally to the Chairman

of the Board of Directors.

Work plan – Internal auditing is conducted in accordance with an annual work plan and a three-year long-term

work plan. The work plan for 2011 was derived from the multi-year plan, which is based on the following, among other

matters: risk assessment at audited units; embezzlement and fraud survey; updated organizational structure of the Bank;

audit rounds at various units; and findings discovered in previous audits. In order to formulate the work plan, the audit

team held discussions and consultations with the Bank’s CEO, senior managers, and other management functionaries,

as well as the external auditors. The audit work plan at the Bank’s subsidiaries was established in a similar manner; the

Bank’s Internal Audit unit provides auditing services to most subsidiaries. The audit work plan also includes examination

of the approval processes of material transactions, all based on a comprehensive perspective with a focus on risks.

Following the formulation of the audit work plan by Internal Audit, the plan was submitted for discussion by the Audit

Committee; subsequently, taking the committee's recommendations into consideration, the plan was discussed and

approved by the Board of Directors.

The Chief Internal Auditor has the discretion to diverge from the work plan in response to changing, unexpected

needs. The work plan includes resource allocation for audits of special events and unplanned audits, including audits

by demand of authorized parties, such as the Board of Directors, the Audit Committee, Bank management officials,

and regulators. Material changes to the work plan are discussed and approved by the Audit Committee and by the

Board of Directors.

The Internal Audit work plan also addresses the Bank’s activity overseas through branches and representative offices,

and the Bank’s subsidiaries in Israel and abroad. The principal subsidiaries abroad have local internal auditors. Internal

Audit in Israel performs controls to ensure that the internal auditing is performed at an adequate professional level,

as required under Section 1(A)(3) of the Audit Rules. In general, subsidiaries in Israel receive internal audit services

from Internal Audit at the Bank.


Manpower – The number of positions in Internal Audit was determined in accordance with the multi-year work

plan, based on a risk survey. The internal audit team at the Bank, its subsidiaries, and its overseas offices numbered an

average of approximately 135 employee positions in 2011, as detailed below:

Average number of employee positions in 2011

Bank Subsidiaries Total

Activity in Israel 95 7 102

Activity abroad 15 18 33

Total 110 25 135

In addition, approximately 1.25 positions were invested in outsourcing.

Performing audits – Internal Audit at the Bank operates under laws, regulations, Audit Rules, directives and

guidelines of the Supervisor of Banks, professional standards, professional guidelines of the Institute of Internal Auditors

in Israel, and guidelines of the Audit Committee and of the Board of Directors.

Having examined the Internal Audit work plan and the actual execution of said plan, the Board of Directors and

the Audit Committee believe that the Bank’s internal auditing complies with the requirements established in the

professional standards and in the directives of the Supervisor of Banks.

Access to information – Internal Audit has unrestricted access to all information at the Bank, including continuous

unmediated access to the Bank’s information systems, including financial data, as necessary to perform its duties. This

authority is anchored in the audit charter and procedures. This policy is in place in the Bank’s activity in Israel and

abroad and at its subsidiaries.

Internal Auditor’s report – Internal audit reports, including periodic reports, are submitted in writing. A list of all

audit reports published during the preceding month is presented to the Board of Directors’ Audit Committee each

month, after being submitted to the Chairman of the Audit Committee.

Briefs of audit reports are presented to the Chairman of the Board of Directors, the Chairman of the Audit

Committee, and the CEO of the Bank. Most of the briefs are also distributed to members of the Audit Committee.

Substantial audit reports are discussed by the Audit Committee each month.

In 2011, semiannual and annual summaries were presented to the Board of Directors’ Audit Committee and discussed

by the committee, reviewing internal audit activities during the reported period. A summary of audit activities for

2010 was submitted on March 8, 2011, and discussed by the Audit Committee on March 14, 2011. A summary of

audit activities in the first half of 2011 was submitted on August 16, 2011, and discussed by the Audit Committee on

August 29, 2011. A summary of audit activities in 2011 was submitted to the Audit Committee on and was discussed

by the Committee during March 2012.

Evaluation of the activity of the Internal Auditor by the Board of Directors – In the opinion of the

Board of Directors and of the Audit Committee, the volume, nature, continuity of activity, and work plan of Internal

Audit are reasonable under the circumstances, and are sufficient to realize the Bank’s internal auditing objectives.

Remuneration – The total remuneration paid or in respect of which a provision was recorded for the Chief Internal

Auditor amounted to NIS 4,470 thousand. For full details, see the section "Salaries and Benefits of Officers," below.

The salary and terms of employment of the Internal Auditor are approved by the Board of Directors, based on the

recommendations of the Audit Committee. The remuneration of the Auditor is appropriate to his office and based

on the prevalent principles also used for the remuneration of Members of the Board of Management (defined as a

control function). In the opinion of the Board of Directors, the remuneration of the Internal Auditor is not such that

would bias his professional judgment.


Poalim in the Community – Social Involvement and Contribution to the CommunityStrategy and Vision

As part of the Bank Hapoalim Group’s vision, strategy, and corporate values, the Bank is committed to an active,

leading role in the community, alongside its business leadership and economic initiatives. This involvement, implemented

through "Poalim for the Community," is part of an advanced managerial approach stating that an organization that

operates within the community, and draws both its employees and customers from it, is an integral part of that

community, and as a business leader, should strengthen the community and take a leading role in the advancement

and improvement of conditions for all members of the community, especially those who are underprivileged.

In the spirit of this business philosophy, the Bank conducts a varied and extensive range of community-oriented

activities that take the form of social involvement, monetary donations, and large-scale volunteer activities in which

both members of management and employees participate. Activity on behalf of the community is an important factor

in cultivating employees’ sense of pride and cohesion.

Ongoing Activities

All of the Bank’s community-oriented activity is organized within the framework of "Poalim for the Community"; part

of the activity is conducted through the "Poalim for the Community Foundation (Registered Non-Profit Organization)",

and the rest is conducted through other channels, described below.

Poalim for the Community devotes special attention to work with children and adolescents, with the aim of advancing

the generation of the future. However, the activity of Poalim for the Community is extensive and varied, and includes

other target groups as well.

In 2011, Poalim for the Community focused on projects in the area of education, aimed at children, adolescents, and

specific population groups, with special emphasis on teaching sensible financial behavior. Poalim for the Community

devotes approximately half of its budget to the area of education.

Through the areas of activity described below, and through the various projects promoted by the Bank Group,

the Group’s involvement in the community in 2011 was expressed in a financial expenditure of approximately

NIS 47 million. The budget for this activity is determined each year by a committee headed by the Chairman of the

Board of Directors. This decision is made separately for each specific year, and approved within the overall budget

of the Bank.

Details of the various channels and projects follow:

"Poalim Volunteers" employee volunteer project – Several Bank units collaborate on this project, aimed

at assisting employees interested in volunteering for community activities. The Bank units involved are the Human

Resources, Logistics and Procurement Area, the Employees’ Union, the Head of Community Relations, regional

managements in the Retail Banking Area, and the "Ruach Tova" and "Matan" foundations. Within this collaboration,

employees are offered a wide variety of volunteering possibilities, for groups, branches, or individuals. Other Bank

employees also volunteer individually with the Bank’s assistance; a specialized unit was established in 2011 to handle

this activity.


"Poalim for the Community Foundation" – Monetary donations to the numerous organizations supported

by the Bank Group are made via the "Poalim for the Community Foundation." Donations are given to organizations

that fulfill the criteria defined under the Foundation’s donation policy. In 2011, as in previous years, the Poalim for

the Community Foundation contributed to a large number of causes, including assistance for children and youth,

strengthening disadvantaged population groups, and support for educational, culture, welfare, health care, and science

institutions. Through the Foundation, the Bank contributes to higher-education institutions, to scholarships for university

students and underprivileged schoolchildren, and to the realization of educational initiatives and enrichment programs

for children and youth, as well as for children who are hospitalized and need special assistance in order to progress

in their studies.

The Poalim for the Community Foundation contributes to the advancement of culture and the arts, and makes

donations to various activities throughout Israel, focusing on enrichment programs for children and youth via innovative

educational projects. The Foundation helps to run workshops in Jewish and Arab schools throughout Israel in order

to promote understanding and coexistence among the peoples and encourage tolerance and democracy.

Another important area in which the Poalim for the Community Foundation is a regular donor is health care. The

Poalim for the Community Foundation supports several medical centers, with donations intended mainly to improve

conditions of patients’ treatment and hospitalization. The Foundation also promotes projects aimed at integrating

persons with disabilities into community life. In addition, the Foundation contributes to organizations that help realize

wishes of children suffering from cancer.

"Read & Succeed" community project – Poalim for the Community is committed to changing the reading

habits of Israeli children and youth. In addition to its ongoing community activities, the Foundation decided in 2004

to initiate a focused effort to bring about fundamental changes in the reading habits of Israeli children and youth.

The project continued during 2005-2011. The aim of the project is to raise public awareness of the encouragement

of reading. The project includes a public informational campaign, funding of story hours throughout Israel, activities

during National Book Week, and collaboration with the Children’s Channel and other media.

Community-oriented sponsorships – Poalim for the Community is involved in various community activities

through community-oriented sponsorships, primarily encouraging excellence in sports, funding cultural events, and

assisting health-care institutions.

Donations of computers and accompanying equipment – The Bank is aware of the paramount importance

of investment in technology for the education and advancement of children and youth, and accordingly donates

computers and accompanying equipment each year. In 2011, the Bank donated approximately 1,173 computer

systems as well as additional accompanying equipment.

"Poalim for Culture and Nature in Israel" – The Bank believes that closeness to our heritage and culture is of

the utmost importance, and has therefore resolved to make it possible for parents and children throughout Israel to

tour during holidays and enjoy a variety of sites all over the country, without resulting in a heavy financial burden for

the families. During Passover 2005, the Bank launched a special project in which all Israelis were invited to visit sites

throughout Israel free of charge during the holiday week. Since then, this project has become an annual tradition,

and continued during Passover in 2011.


Support for culture and arts – Each year, the Bank contributes to the promotion of culture and the arts through

donations and sponsorships; for example, the Bank provides support to museums throughout Israel. Likewise, through

multi-year agreements, the Bank accompanies and supports several internationally recognized cultural institutions

committed to leadership and excellence in their field: the Bank supports the activity of the Batsheva Dance Company

through three-year scholarships for dancers, and supports the Israel Philharmonic Orchestra and the Cameri Theater

under three-year and five-year agreements respectively. The Bank also holds art exhibits at its Head Office building,

with revenues devoted to the various foundations that participate in this initiative.

"Poalim from Three to Five" Project – The Bank, in cooperation with the ORT organization, participates in

the initiative of the Technion to help students from geographically remote communities with lower socio-economic

backgrounds improve their academic achievements in mathematics. The goal is to increase the number of applicants

for the five credit point matriculation exam in mathematics by about 5%.

"Matan – Investing in the Community" (hereinafter : "Matan") – Since 1999, the Bank has engaged in activity

on behalf of the community in cooperation with the Matan Foundation. Through the "Matan Campaign," employees

engaged in volunteer work gain awareness of community needs and the importance of giving, and share this

message with their colleagues. The model is based on partnership between management and employees in the

workplace. All donations to Matan by employees and management are intended for a wide variety of community

causes, aimed at supporting and strengthening disadvantaged groups in society. Donations are allocated in a special

procedure that involves an examination of needs and effectiveness. Bank employees participate as volunteers on the

Matan fund-designation committee, which decides on the distribution of the funds in the community, and as "Matan

Observers," assisting in the monitoring process of use of the funds donated. Matan is committed to transferring

donations to organizations or community causes chosen by the employee.

Sustainability and Corporate Social ResponsibilityThe Report on Sustainability and Corporate Social, Environmental, and Economic Responsibility of the Bank for 2010

was issued in December 2011. This report also covers activities carried out in the first part of 2011.

This was the fourth consecutive year in which the Bank published a report on sustainability and CSR. Like the

previous reports, the current report earned the Global Reporting Initiative’s highest grade of A+. The Bank is the first

organization in Israel to attain the highest score for all four of its reports. The Bank's CSR activities have also placed

it in the top Platinum category of ratings by Maala, in each of these years. At the end of the first quarter of 2011,

the Bank was added to the global FTSE4Good index, considered the leading index of sustainability and responsible

investment. In the semiannual update of September 2011, the Bank was assigned a score of 99 by FTSE4Good.

Due to environmental considerations, the Bank produced only an abridged version of the report in printed form

this year, using environment-friendly paper. The full report is available in digital format only. In addition to the report

in Hebrew, a report in English was produced, in digital format, for international stakeholders. The abridged report is

packaged along with a USB flash drive containing the various versions of the report, including the report in English, as

well as an animated video concerning CSR. The reports and the video are also available to clients and to the public

on the Bank’s website.


A complex, thorough process of controls was applied to the report. The report reflects the progress of the Bank in

implementing a structured, comprehensive sustainability and CSR plan, at the highest level of transparency, and presents

extensive information, metrics, and trend analyses. The report is unique in that it combines personal first-hand accounts

of employees involved in various aspects of the Bank's activity in this area, providing an inside look at the way in which

these actions were performed, rather than only presenting outcomes. The report also contains articles by external

stakeholders, who provide professional, innovative, timely views of selected issues in the area of sustainability. A full

presentation of the Bank's carbon footprint is provided (the total cumulative annual impact on the environment, in

terms of emissions of carbon dioxide), consisting of all actions by the Bank that affect global warming, as well as a

description of the Bank's efforts to reduce this impact.

The Bank's CSR plan concerns all levels of its activity, in the following areas: environmental conduct, partnership with

employees, customers, products, services, and involvement in society and in the community.

The report is presented in addition to the publication of the financial statements, with the aim of providing a more

complete picture of the overall impact of the activity of the Bank, including on the social and environmental dimensions.

The report describes the Bank's progress in this area, summarizes its main achievements over the last year, and presents

its plans for the future. The report reflects an extensive ongoing process of change management and instilment of

the CSR philosophy throughout all levels of activity, with the following key areas:

• LaunchingandpromotingabroadprocessdesignedtoinstilltheBank’svision,whichisbasedonelementsincluding

the values of sustainability and financial freedom;

• Completingtheprocessofappropriatelyaddressingenvironmentalconduct;

• Developing,expanding,andextendingtheservicesofferedbytheBanktoitsemployees,inthebroadframework

of the "Life Cycle";

• PromotingthefinancialfreedomoftheBank’scustomersandthegeneralpublicinIsraelbyprovidingpractical

tools for sensible financial behavior;

• Continuingtopromotethefinancingofthesolar-energyindustry;

• Investinginthecommunity,ineducationalandotherprojects,involunteeringbyemployees,andincontributionto

the economy as a whole; developing and expanding dialogue with the network of stakeholders in various areas.

The publication of this report is a significant event highlighting the Bank’s commitment to leadership and to action

based on an awareness of sustainability issues and of its responsibility to its employees, its customers, its shareholders,

its suppliers, its community, the general public, the environment, and the preservation of the planet Earth, alongside

its aspiration to financial and professional excellence.

The following are examples of the Bank's achievements in the area of sustainability and CSR: cumulative savings of

1,990 tons of paper since 2008, representing a reduction of 31%; improved energy efficiency of 11.9% per square

meter during 2007-2010; start of planning of three buildings using green construction methods; hiring of 1,877

manpower agency workers as employees of the Bank in 2008-2010; inclusion of women in leadership roles – over

48.3% of all executives; launch of a targeted website to assist employees coping with issues of sickness and health; over

200,000 customers registered for the budget management tool service; education on savings for children through

the return of the "Dan the Saver" program, with 160,000 savings plans opened by the end of 2011; 112 branches

are accessible to disabled persons, and 60 additional branches nearing completion of accessibility processes; 8,406

students from about twenty peripheral communities who have participated in the "From Three to Five" program

for the improvement of academic achievement in mathematics; volunteering in a range of community projects by

employees in all units of the Bank.


The Board of Directors and the Discharge of its FunctionsDuring 2011, the Board of Directors of the Bank continued its work of formulating strategy, policy, and fundamental

principles for the activity of the Bank in Israel and overseas, while establishing guidelines on various matters, in

accordance with the requirements of updates in legislation and in accordance with the new Directive 301 of the

Bank of Israel. As part of this process, the Board of Directors set forth policy for the activities of subsidiaries in Israel

and abroad, limits for exposure to various risks, bond issuance, share capital issuance, execution and realization of

fixed investments, and the execution of buyout offers and mergers. The Board of Directors addressed the approval

of the quarterly and annual financial statements; dividend distribution policy; the organizational structure of the

Bank; establishment of policy on manpower, salaries, retirement terms, and the remuneration system for employees

and senior executives; and supervision and control over ongoing business operations executed by the Board of

Management and the congruence of these operations with the policies of the Bank.

The Board in plenary session and its committees – the Credit Committee; the Transactions with Related Parties

Committee; the Audit Committee; the Human Resources - Salaries and Remuneration Committee; the Risk

Management and Control Committee; the Overseas Banking and International Activity Committee; the New Products

Committee; the Corporate Governance Committee; the Investment Approval Committee; the Information Technology

Committee; and the Finance and Prospectus Committee – held detailed discussions on various aspects of the Bank's

activities.

In the course of 2011, the Board of Directors held 41 meetings in plenary session and 203 meetings of its committees,

as detailed in this section.

The Credit Committee

The committee held discussions on matters of principle and the Bank's policy in the area of credit in Israel and

abroad. The discussed and approved credit limits or new credit for customers in amounts established by the Board

of Directors; established policy on credit granted to finance means of control over other corporations; received

comprehensive reviews of borrowers whose indebtedness exceeds a certain monetary volume established by the

Board of Directors; discussed policy on credit to employees and related parties; and discussed risk tolerance and the

desirable limits on the exposure to risks in the credit portfolio, including risks in respect of sectoral concentration, risk

in respect of large borrowers and large borrower groups, rating and hedging of credit risks, exposure to concentration

of collateral, and exposure to foreign countries and foreign financial institutions. The committee discussed significant

debt-rescheduling arrangements and substantial debts that are difficult to collect, heard reviews on the sectors of

the economy, received reports on loans and deposits in foreign currency given to the Bank, discussed the policy on

collateral and safety margins, discussed the levels of authority on credit in Israel and abroad, and discussed the annual

and multi-year work plans for credit control in Israel and abroad.

The Credit Committee held 48 meetings in the course of the year.

Members of the committee are: Y. Seroussi – Chairperson, I. Izakson, M. Baron, N. Dror, I. Tov, and M. Koren.

The Transactions with Related Parties Committee

The committee discussed transactions with "related parties" of the Bank, as defined by the Supervisor of Banks. The

committee also discussed transactions with others in which an officer of the Bank has a "personal interest," as defined

in the Companies Law, 1999, at amounts determined in the Supervisor of Banks’ Proper Conduct of Banking Business

Directives. The committee also received routine reviews of the economic and financial condition of these entities.

The Transactions with Related Parties Committee held 48 meetings in the course of the year.

Members of the committee are: M. Baron – Chairperson, N. Dror, I. Tov, and M. Koren.


The Audit Committee

The committee discussed the work plan of the Bank's Internal Auditor, made recommendations regarding the approval

of the work plan to the plenum of the Board of Directors, and monitored its implementation, including setting the

desired outline for audits at subsidiaries in Israel and abroad.

The committee discussed the quarterly and annual financial statements and presented its recommendations regarding

the approval of the financial statements to the Board of Directors. As part of this process, the committee discussed the

estimates and evaluations performed in connection with the financial statements, including with regard to problematic

debts and allowances for credit losses; internal controls related to financial reporting; the completeness and fairness

of the disclosure in the financial statements; the accounting policies adopted and accounting treatment applied to

material matters; and valuations, including the assumptions and estimates that constitute the foundation of the financial

statements. The committee also examined the effectiveness of the key internal controls over financial reporting

applied by the Bank.

The committee received semiannual reports regarding audits performed at the subsidiaries in Israel and abroad and

ascertained the existence of an adequate audit system at these companies. Material audit findings or findings posing

a material risk in relation to subsidiaries discovered in reports on audits performed at the Bank's subsidiaries were

reported by the internal auditors of the subsidiaries, following discussion by the audit committee of the subsidiary.

The committee discussed Bank of Israel audit reports received during the year, the audit report by the external

auditors, and material and/or prominent Internal Audit reports, and monitored the processing of these reports. In

addition, the committee received reports on periodic summaries of audit findings, including reports related to audit

mechanisms at corporations under the Bank's control.

Through the Internal Auditor, the committee carried out control of the Board of Directors' working procedures

and the execution of the resolutions of the Board of Directors and its committees. The committee also carried out

control of compliance with the procedure regarding required utilization of continuous vacation time. Semiannual

summaries of internal audit activity and of the activity of the Audit Committee were presented to the committee.

The committee also addressed the authorization of operations and transactions related to officers and/or interested

parties (as defined in the Companies Law) and/or related parties (as defined in the Bank of Israel’s Proper Conduct

of Banking Business Directives), and the approval of material and/or "extraordinary" transactions, as required under

the provisions of the Companies Law, 1999 (the "Companies Law").

In addition, the committee discussed the implementation of the remuneration plan for officers of the Bank, including

bonuses for officers, and changes to this plan, and made recommendations to the Board of Directors on this matter.

The Audit Committee discussed problematic debts at the Bank and the allowances for credit losses required in respect

of such debts, and discussed the classification of securities defined as problematic and the examination of the need

for provisions for other-than-temporary impairment of securities held by the Bank.

The committee also held discussions on various subjects, as required by the Bank of Israel's Proper Conduct of Banking

Business Directives, including a discussion of the appointment of the external auditors; held discussions with the

external auditors regarding the auditors’ preliminary and supplementary reports on the financial statements; received

reports on internal control of the financial statements; and held discussions with the Chief Internal Auditor alone, with

the Chief Legal Advisor alone, with the Chief Accountant alone, and with the Compliance Officer and the Anti-Money

Laundering Officer alone, as required by the Bank of Israel's Proper Conduct of Banking Business Directives.

The Audit Committee held 32 meetings in the course of the year.

Members of the committee are: N. Dror – Chairperson, M. Baron, N. Zichlinskey, I. Tov, Y. Yarom, and Y. Peer.


The Human Resources - Salaries and Remuneration Committee

The committee discussed and submitted recommendations to the Audit Committee and the Board of Directors

on salary terms, retirement terms, and remuneration for the Bank's officers, and on the implementation of the new

remuneration plan for officers and senior executives of the Bank. The committee also discussed and submitted

recommendations to the Bank on the budget for bonuses for officers and senior executives. The committee discussed

and submitted recommendations to the Board of Directors on salary terms, retirement terms, and remuneration

for chairpersons and general managers of substantial subsidiaries in Israel and overseas. In addition, the committee

discussed remuneration and bonuses for employees who are not officers, including employees at the branches and

at the Bank’s offices and subsidiaries outside Israel, and made recommendations on policy regarding the employment

and retirement of officers, managers, and employees of the Bank’s subsidiaries in Israel.

The Human Resources - Salaries and Remuneration Committee held 21 meetings in the course of the year.

The members of the committee are: Y. Seroussi – Chairperson, A. Dick, N. Dror, I. Tov, E. Peled, and M. Koren.

The Risk Management and Control Committee

The committee discussed the totality of risks to which the Bank is exposed; the development of exposures; the Bank’s

organizational preparations for the management, control and assessment of risks; and the quality and adequacy of

the tools and means used by the Bank to manage and control risks and to manage and control the Bank’s overall

exposure to the various risks. The committee received appropriate annual and quarterly reports in order to monitor,

control, and assess risks.

The committee also established the methodology for the assessment of the different risks, and discussed the Bank’s

preparations and progress towards implementation of plans to adopt the Basel II directives. The committee also

discussed and recommended approval by the Board of Directors of the ICAAP (Internal Capital Adequacy Assessment

Process) report of the Bank for 2010. In addition, the Committee received annual reports on the subjects of the

prohibition of money laundering, the prohibition of terrorism financing, and compliance with regulatory directives,

and annual reports on risk management in the various areas by the Bank’s subsidiaries in Israel and abroad and on

the implementation of risk-management policy in the Bank Group.

The committee discussed the findings of the Embezzlement and Fraud Survey. The committee discussed new activities

of the Bank and examined the risks involved in these activities and the tools to be used to manage, assess, and control

such risks. The Committee also received routine reports on material events in the Bank’s activity with an impact on

the Bank’s risk management in the various areas, as well as reports on the mapping and assessment of operational

risks in the Group, including the processing of the results of the Embezzlement and Fraud Survey. The committee

presented its recommendations to the Board of Directors.

The Risk Management and Control Committee held 15 meetings during the course of the year.

Members of the committee are: I. Izakson – Chairperson, N. Dror, I. Tov, Y. Seroussi, E. Peled, and M. Koren.

The Overseas Banking and International Activity Committee

The committee discussed periodic reports on the Bank's activity abroad and its global international activity, including

through the Bank's offices, branches, and subsidiaries abroad.


The committee also discussed and made recommendations to the Board of Directors on policies in the area of

non-transparent activity, as required by the Bank of Israel’s Proper Conduct of Banking Business Directives, and on

the following matters: periodic reviews of the environment of these operations (business, economic, regulatory, legal,

political, etc.) in countries in which the Bank operates through branches and offices; periodic developments at the

overseas branches and offices, on the level of individual branches and offices and on the aggregate level – activities,

exposure to risks, and business results; periodic reviews of internal audit, control, and supervision units in relation to

overseas offices and branches; compliance with exposure limits at overseas offices and branches; periodic examination

of the adequacy of human resources at all units of the Bank engaged in supervision, control, and auditing, and in the

system of reporting and accounting records related to overseas offices; and reports of special events at overseas offices.

The Overseas Banking and International Activity Committee held 7 meetings during the course of the year.

Members of the committee are: Y. Seroussi – Chairperson, A. Dick, M. Wietchner, I. Tov, E. Peled, and N. Ronen.

The New Products Committee

The committee discussed and made recommendations to the Board of Directors on all new products and/or

derivative financial instruments that are significantly different from existing instruments at the Bank, and/or that

lead to the creation of exposures of a new type, and/or market making, including through the Bank’s subsidiaries or

branches overseas.

The New Products Committee held 7 meetings during the course of the year.

Members of the committee are: Y. Seroussi – Chairperson, I. Izakson, M. Baron, N. Dror, and M. Koren.

The Corporate Governance Committee

The committee discussed and made recommendations to the Board of Directors regarding policies, procedures,

and guidelines for instilling the principles of corporate governance in the work of the Board of Directors and its

committees, and for the Bank’s compliance with the principles of proper corporate governance, and the adjustment

thereof to legal directives, including the establishment of the Bank’s policy and supervision of the Board of Management

and of the Bank’s subsidiaries, as required by the Bank of Israel’s Proper Conduct of Banking Business Directives.

The Corporate Governance Committee held 9 meetings during the course of the year.

Members of the committee are: Y. Seroussi – Chairperson, N. Dror, N. Zichlinskey, I. Tov, E. Peled, and N. Ronen.

The Investment Approval Committee

The committee meets on an ad hoc basis to discuss the recommendations of the Board of Management with regard

to investments, acquisitions, and/or realizations of non-financial investments in Israel and abroad, and to discuss the

recommendations of the Board of Management with regard to the execution and/or realization of fixed assets in

Israel and abroad, to be made by the Bank itself or by its wholly-owned subsidiaries, in amounts from NIS 150 million

to NIS 300 million. Investments in amounts greater than NIS 300 million are discussed by the committee, and its

recommendations are submitted to the Board of Directors, following approval by the Board of Management of the Bank.

The committee also received reports on investment decisions in amounts up to USD 25 million executed by Poalim

Capital Markets and approved by the Board of Management of the Bank; discussed and approved an investment

in an amount between USD 25 million and USD 60 million, after receiving recommendations from the Board of

Management of the Bank and reporting to the Board of Directors; and discussed and recommended approval by

the Board of Directors of investment decisions in amounts greater than USD 60 million.

Resolutions of the committee are reported to the Board of Directors.

The Investment Approval Committee held 4 meetings in the course of the year.

Members of the Committee are: Y. Seroussi – Chairperson, A. Dick, Y. Tauman, I. Tov, and M. Luhmany.


The Information Technology Committee

The committee discussed and made recommendations to the Board of Directors regarding the work plan of the

Information Technology Area, including technology and computer-related matters at the Bank, backup and survivability

of the Bank’s technological systems, and management of information technology, as required under Directive 357 of

the Bank of Israel. Within this process, the committee discussed the absorption of the third computer at the Bank

and the recommendations to relocate the backup site. The committee also discussed quarterly progress reports on

significant technological projects.

The Information Technology Committee held 7 meetings during the course of the year.

Members of the Committee are: M. Wietchner – Chairperson, A. Dick, and N. Zichlinskey.

The Finance and Prospectus Committee

The committee reviews the business performance of the Bank, as indicated by drafts of the quarterly and annual

financial statements, and discusses the economic implications thereof; discusses accounting policies adopted on material

matters in the financial statements, and the implications thereof; and discusses the evaluation of estimates regarding

impaired debts and material valuations in the financial statements, while examining implications and courses of action

on the business level. In its discussions, the committee receives reports on problematic borrowers in Israel and at

the overseas branches. The committee also discusses dividend distribution, according to the policy established by the

Board of Directors, and makes recommendations for approval by the Board of Directors; and discusses prospectuses

of the Bank, including shelf prospectuses and shelf offer reports, and presents its recommendations regarding the

approval thereof to the Board of Directors.

The Finance and Prospectus Committee held 5 meetings during the course of the year.

Members of the committee are: I. Izakson – Chairperson, N. Dror, I. Tov, Y. Seroussi, Y. Peer, E. Peled, and M. Koren.

The description of the activity, composition, and authority of the plenum of the Board of Directors and its committees

is current as at the date of publication of the annual financial statements for 2011.


Report on Directors with Accounting and Financial Expertise and Professional Qualification The Companies Law, 1999 (hereinafter: the "Companies Law") states that the board of directors of a public company

must determine the minimum required number of directors on the board of directors who must be "accounting and

financial experts," taking into account factors including the type and size of the company and the scope and complexity

of its activity. This directive applies to the Bank, as a public company.

The Companies Law further states that an external director appointed to a public company must have "professional

qualification" or "accounting and financial expertise."

The Companies Regulations (Conditions and Tests for a Director with Accounting and Financial Expertise and for

a Director with Professional Qualification), 2005, stipulate the conditions required in order for a director to be

considered a director with "accounting and financial expertise" or a director with "professional qualification."

Pursuant to the Companies Regulations, a "director with accounting and financial expertise" is "a director who due to

education, experience, and skills has a high level of proficiency and understanding of business and accounting matters

and of financial statements, such that he or she is able to understand the company’s financial statements in depth and

prompt discussion regarding the manner of presentation of financial data." It is further stipulated that the accounting

and financial proficiency of directors is to be assessed by the board of directors, taking into account considerations

including the director’s education, experience, and knowledge on the following subjects:

A. Accounting issues and accounting control issues characteristic of the industry in which the company operates

and of companies of the size and complexity of the company;

B. The responsibilities and duties of auditors;

C. The preparation and approval of financial statements in accordance with the law and the Securities Law.

A "director with professional qualification" is a director who meets one of the following conditions:

A. Holds an academic degree in one of the following subjects: economics, business, accounting, law, public

administration;

B. Holds another academic degree or has completed other higher-education studies in the company’s main area of

activity or in an area relevant to the position;

C. Has at least five years’ experience in one of the following, or cumulative experience of at least five years in two

or more of the following:

1. A senior position in business management of a corporation with a significant volume of business;

2. Senior public office or a senior position in the public service;

3. A senior position in the area of the company’s main activities.

The Regulations state that professional qualification of a candidate for service as a professionally qualified director is

to be assessed by the board of directors.

The Board of Directors of the Bank has determined that the minimum adequate number of directors having

"accounting and financial expertise" is two, like the number of external directors appointed to a public company

under the Companies Law.

In addition, the Supervisor of Banks determined in Public Reporting Directive No. 630 (hereinafter : "Directive 630")

that a banking corporation must specify in its periodic report, as part of the board of directors’ report, the minimum

number of directors with "accounting and financial expertise" that the banking corporation has determined should

be members of the board of directors’ audit committee and of any other board of directors' committees which are

authorized to discuss the banking corporation’s financial statements.

Directive 630 also stipulates that the board of directors’ report should specify the number of directors at the reporting

date who have "accounting and financial expertise," noting the number of such directors who are members of the

board of directors’ audit committee, as well as of any other board of directors' committees which are authorized to

discuss the banking corporation’s financial statements.


The Board of Directors of the Bank has determined that the minimum adequate number of directors with "accounting

and financial expertise" who should be members of the Board of Directors’ Audit Committee is two, and that the

minimum adequate number of directors with "accounting and financial expertise" who should be members of the

Board of Directors’ Finance and Prospectus Committee, which is authorized to discuss the Bank’s financial statements,

is two, based on the considerations used by the Board of Directors in determining the minimum adequate number

of directors with "accounting and financial expertise" to serve on the Bank’s Board of Directors.

Note that at the reporting date, there are fifteen directors with "accounting and financial expertise" and "professional

qualification," based on their education, skills, and experience, in accordance with the requirements of the Companies

Regulations. Five directors with "accounting and financial expertise" and "professional qualification" are members of

the Board of Directors’ Audit Committee.

Members of the Board of Directors who have "accounting and financial expertise" and/or "professional qualification"

based on their education, skills, and experience, in accordance with the requirements of the Companies Regulations,

as at the date of publication of the Financial Statements for 2011, are the following:

1. Yair Seroussi – B.A., Economics and Political Science, Hebrew University of Jerusalem.

Chairman of the Board of Directors of the Bank as of August 1, 2009. Chairman of the following Board Committees

at the Bank: the Credit Committee; the Human Resources – Salaries and Remuneration Committee; the Investment

Approval Committee; the Overseas Banking and International Activity Committee; the New Products Committee; and

the Corporate Governance Committee. Member of the following Board Committees: the Finance and Prospectus

Committee, and the Risk Management and Control Committee.

Served as Vice Chairman of the Board of Directors of the Bank from June 4, 2009 to July 31, 2009.

Serves as a director of the Bank as of June 4, 2009.

Chairman of the Board of the following companies: Poalim Capital Markets and Investment Holdings Ltd., Poalim

Capital Markets Ltd., Poalim Capital Markets - Investment House Ltd.; Chairman of the Administrative Committee of

the Poalim in the Community Foundation and the Peretz Naftali Fund.

Member of the Board of Trustees of the Hebrew University.

Member of the Board of Directors of the following companies: DSP Group Ltd., Amdeal Y.S. Ltd., and Amdeal

Holdings (1999) Ltd.

In the past five years or during part of that period, served as senior advisor at the investment bank Morgan Stanley

(Israel) Ltd., Chairman of the Board of Eyal Microgal Ltd., Diur B.P. Ltd., Diur B.P. Investments (1992) Ltd., and Diur

B.P. Assets (1993) Ltd., and director at the following companies: Israel Corp. Ltd. (external director), Vintegra Ltd.

(external director), City Investment, Aspen Construction and Development Ltd. (external director), Mustang Mezzanine

Investments Ltd., Mustang Fund Management Ltd., and Frutarom Industries Ltd. and Europort Ltd.; however, he no

longer serves at these companies.

Also served as Chairman of the Investment Committee of Mivtachim – Established Pension Fund, and as a member

of the Asset Investment Committee of the Hebrew University; however, he no longer serves in these positions.

Also served as Chairman of the fund Mustang Mezzanine Investments Ltd., as a member of the investment committee

of the Sky 1 fund (private equity), and as a member of the Advisory Board of the Caesarea Center; however, he no

longer serves in these positions.

The Board of Directors has determined that the director has "accounting and financial expertise" and "professional

qualification," based on his declaration.


2. Irit Izakson – B.A. in Economics, Tel Aviv University; MSc. in Operational Research, School of Business Administration,

Tel Aviv University.

Member of the Board of Directors of the Bank as of December 27, 1999. Chairperson of the following Board

Committees: the Finance and Prospectus Committee, and the Risk Management and Control Committee. Member

of the following Board Committees: the Credit Committee and the New Products Committee.

Chairperson of the Board of Directors of the following companies: Isracard Ltd., Europay (Eurocard) Israel Ltd., Aminit

Ltd., and Poalim Express Ltd.

Director in the following companies: Arison Holdings (1998) Ltd., Arison Investments Ltd., and Housing and

Construction Ltd. Member of the Executive Board of the Association of Public Companies; member of the Board of

Trustees of Ben-Gurion University and of the Van Leer Jerusalem Institute.

In the past five years or during part of that period, served as a director in the following companies: Koor Industries

Ltd., Mehadrin Ltd., Meshulem Levinstein Ltd., Eurocom Communications Ltd., Nisko Industries Ltd., Israel Corp. Ltd.,

Israel Chemicals Ltd., Dead Sea Bromine Company Ltd., Bromine Compounds Ltd., and I.D.B. Development Company

Ltd.; however, she no longer serves at these companies.,

Previously held a number of positions in the course of her 17-year employment at Bank Leumi Le-Israel Ltd. These

positions included Manager of Shekel Assets and Liabilities. In her last position at Bank Leumi Le-Israel Ltd., served as

Head of the Industrial Sector in the Corporate Area.


qualification," based on her declaration.

3. Mali Baron – B.A. in Economics and Developing Nations, Tel Aviv University; M.B.A. (Specialized in Finance), Hebrew

University of Jerusalem.

Serves as an external director of the Bank under Proper Conduct of Banking Business Directive No. 301 of the Bank

of Israel as of September 10, 2007.

Also serves as Chairperson of the Transactions with Related Parties Committee, and as a member of the following

Board Committees: the Credit Committee, the New Products Committee, and the Audit Committee.

Member of the Board of Directors of Maliba Ltd.

Member of the Investment Committee of Tel Aviv University.

Chairperson of the Peace Child Israel foundation.

In the past five years or during part of that period, served as a director at ECTel Ltd. (external director) and as a

member (internal) of the Profit-Participatory Investment Committee at The Phoenix Investment and Finance Ltd.;

however, she no longer serves at these companies.

Served as Chairperson of the Board of Directors of Marbit Insurance Agency, a subsidiary of Mercantile Discount

Bank (a banking auxiliary corporation), until December 31, 2006.

From 1975-1985, served in various positions at the Budget Division of the Ministry of Finance, of which five years

as Deputy Head of Budgets.

From 1986-2006, served in various positions in the banking system. Most recently served as Senior Deputy General

Manager at Mercantile Discount Bank Ltd., Head of the Branches Administration, and Head of Mortgages.




4. Amnon Dick – B.A. in Economics, Tel Aviv University; M.B.A., Tel Aviv University.


of Israel as of March 24, 2010.

Member of the following Board Committees: the Investment Approval Committee; the Information Technology

Committee; the Human Resources – Salaries and Remuneration Committee; and the Overseas Banking and

International Activity Committee.

Businessman, partner in communications companies, consultant and director.

CEO of Adsensory Ltd.

Member of the board of directors of the following companies: MIRS Communications Ltd., Non Stop Radio Ltd., The

Northern Radio Holdings Ltd., and Radio Eco 99 Ltd.

In the past served as CEO of the Bezeq Group, Chairman and CEO of Elite International and in other senior

management positions.



5. Nira Dror – B.A. in Economics and Business Administration, Tel Aviv University; M.B.A., Tel Aviv University; graduate

of the Israeli Insurance Institute.

Serves as an external director of the Bank (as defined in Section 240 of the Companies Law) as of March 8, 2006.

Chairperson of the Audit Committee, and member of the following Board Committees: the Credit Committee; the

Transactions with Related Parties Committee; the Human Resources – Salaries and Remuneration Committee; the

Finance and Prospectus Committee; the Risk Management and Control Committee; the New Products Committee;

and the Corporate Governance Committee.

Owner of the company "Nira Dror Ltd.," which represents companies in the aviation and tourism industries and

provides financial consulting services.

Serves as a Director on the Board of Directors and on the Audit Committee of the Board of Directors at the

following companies: Dikla Insurance Company Ltd., Tzur Shamir Holdings Ltd., S. Shlomo Holdings Ltd., Clicksoftware

Technologies Ltd., Sharonim – Water and Sewage Plants Ltd. and Shemen Oil and Gas Resources Ltd.

In the past five years or during part of that period, served as a director at the following companies: H&O Ltd., Hamey

Yoav Tourism Ltd.; however, she no longer serves at these companies.

From 1978 to 1985, served as an economist at the Economics Department of the Workers’ Company, and as referent

for issues related to tourism, insurance, industrialization of Development Areas, labor, and welfare. From 1984 to

1985, served as Head Economist of the Teus Concern. From 1985 to 1989, served as Head of Outgoing and Internal

Tourism at Histour. From 1989 to 1999, served as Head of British Airways in Israel.

From March 1999 to June 2003 as Regional Manager of Eastern Europe and the Mediterranean at British Airways,

and from June 2003 to March 2005 as Deputy General Manager and Head of North America at El Al. Until 1999,

served as a director at Bank Otsar Hahayal, American Israel Bank, Kitan, and Tadiran.




6. Meir Wietchner – B.A. in Political Science and Computer Science, Bar Ilan University, Ramat Gan; M.B.A.,

Northwestern University, Chicago.

Member of the Board of Directors of the Bank as of November 24, 2009. Chairman of the Information Technology

Committee of the Board of Directors, and member of the Overseas Banking and International Activity Committee.

Serves as Head of Global Strategy for the Arison Group and also serves as Chairman of the Miya Group.

Member of the board of directors of the following companies: Miya S.a.r.L., Miya Bahamas Ltd., Miya Lux Holdings

S.a.r.L., Miya Water Holdings Ltd., Dorot Management Ltd., Control Valves Ltd., Veritec Consulting Inc., Miya Water

(Proprietary) SA, Miya Water Mexico, V.DEC S.A., Miya NL Holdings BV, Miya NL Projects BV, Miya Manila Water

Projects Inc., Four Integrity Group Ltd., WRP Consulting Engineers (Proprietary) Ltd., Miya Brasil Soluções em

Engenharia Hidráulica Ltda, Miya Lux Holdings S.a.r.L., IP BranchSwiss.

From 1989 to 1998, self-employed in the areas of consulting, management, and investments (fund raising, locating

investments and leverage for high-tech companies, management and membership of boards of directors, consulting

for organizations on strategy and technology management).

From 1998 to 2003, served as Vice President and President of the Messaging Division at Comverse.

In the past five years or during part of that period, served as a director at Eyal Microgal Ltd.; however, he no longer

serves there. Also served as a director at Storwize Ltd. and Storwize Inc. (Delaware-US); however, he no longer

serves there.



7. Nir Zichlinskey – B.A. in Business Administration (Specialized in Accounting and Finance), Management College,

Rishon Lezion; M.B.A. (Specialized in Finance), Ben Gurion University; CPA.

Member of the Board of Directors of the Bank as of September 10, 2007. Member of the following Board Committees:

the Audit Committee, the Corporate Governance Committee, and the Information Technology Committee.

President and CEO of the SRI Global Group, a business group in Israel leading the area of investments based on

the SRI (Socially Responsible Investment) model. The group operates through four main sectors: SRI Investment, SRI

Funds, SRI Consulting, and SRI Training.

CEO of the following companies: Socially Responsible Investments (SRI) Ltd., and Zichlinskey Ltd.

Chairman of the Board of Directors of the following companies: S.R.I. Global Finance Group and S.R.I. Master.

Member of the Board of Directors at the following companies: Housing and Construction Ltd., Housing and

Construction - SBI Infrastructures Ltd., Housing and Construction Real Estate Ventures Ltd., Housing and Construction

Environment Ltd., Housing and Construction Solel Boneh Construction and Infrastructure Ltd., Housing and

Construction - Solel Boneh - Infrastructures Ltd., SRI Consulting Ltd., Migdalor Investments (SRI) 2009 Ltd., Paz

Training Ltd., and Central Company for Social Financial Services (SRI) Ltd.

Lecturer in Business Administration and Accounting Departments for undergraduate and graduate studies at Tel

Aviv, Hebrew, and Bar Ilan Universities, the College of Management, the Academic College, and the Lander Institute,

for eighteen years.

Served for ten years as Senior Partner and Head of the Professional Department, Head of Business Development

and the Social Reporting Department, and Head of Training at BDO Ziv Haft Certified Public Accountants.

Served as Deputy General Manager, Finance Manager and Head of Business Development in the controlling

shareholder's group: Arison Investments Ltd., Arison Holdings (1998) Ltd., Arison Sustainability Ltd., Arzaf Ltd., Arzaf

B (97) Ltd., Arzaf C Ltd., Arzaf D Ltd., and Arshav Holdings Ltd.

In the past five years or during part of that period, served as a director at the following companies: Stone and Limestone

Industries Ltd., Israel Salt Industries Ltd., and Gaon Holdings Ltd.; however, he no longer serves at these companies.


Has comprehensive financial understanding both in practice and in methodologies passed on to the general public,

as evidenced by authorship and editing of dozens of books (including two encyclopedias), articles, and studies in the

areas of economics, business, accounting, control, auditing, law, and corporate social responsibility.



8. Yair Tauman – B.Sc. in Mathematics and Statistics, Hebrew University of Jerusalem; M.Sc. in Mathematics, Hebrew

University of Jerusalem; Ph.D. in Mathematics, Hebrew University of Jerusalem.


of Israel as of December 1, 2011.

Member of the Investment Approval Committee of the Board of Directors.

Professor at the Interdisciplinary Center Herzliya and at the State University of New York at Stony Brook.

Academic Director of the Zell entrepreneurship program at the Interdisciplinary Center Herzliya.

Director of the Center for Game Theory in Economics, State University of New York at Stony Brook.

Member of the Board of Directors at the following companies: Radware, ADVFN (London), Bidorbuy, Expobee, and

Digiblock.

From 1984 to 2008 served as a Professor at the Faculty of Management, Tel Aviv University.

From 2010 to 2011 served as Dean of the Arison School of Business at the Interdisciplinary Center Herzliya.



9. Imri Tov – B.A. in Economics and Political Science, Hebrew University of Jerusalem; M.A. in Economics and Business

Administration, Hebrew University of Jerusalem.

Serves as an external director of the Bank (as defined in Section 240 of the Companies Law) as of February 5, 2009.

Member of the following Board Committees: the Credit Committee; the Transactions with Related Parties Committee;

the Audit Committee; the Human Resources – Salaries and Remuneration Committee; the Finance and Prospectus

Committee; the Investment Approval Committee; the Risk Management and Control Committee; the Overseas

Banking and International Activity Committee; and the Corporate Governance Committee.

Director of companies; business consultant; consultant and researcher in defense economics.

Member of the Board of Directors of the following companies: MTA Holdings Ltd., Shufersal Ltd. (external director),

IC Green Energy (ICG) Ltd., Amanet Management and Systems Ltd. (external director), Plasan Sasa Ltd., and Granit

Hacarmel Investments Ltd. (external director).

Member of the Paratrooper Veterans of the Liberation of Jerusalem and Crossing of the Canal Foundation (Registered

Non-Profit Association), the Paratrooper Heritage Foundation, and the Executive Board of HaGesher Theater.

From 2000-2006 served as an external director on the Board of Directors of Bank Hapoalim B.M., Chairman of the

Audit Committee, and member of the following Board Committees: the Credit Committee, the Transactions with

Interested and Related Parties Committee, the Business and Budget Committee, the Salaries and Human Resources

Committee, the Prospectus Committee, the Balance Sheet Committee, the Expense Control and Streamlining

Committee, the Investment Approval Committee, and the Repricing Committee.

Served in the past as a researcher at the Research Department of the Bank of Israel, as a manager at the Credit and

Foreign Currency Supervision Department, and as a consultant to the Governor of the Bank of Israel. Also served

as Chief Economist of the Defense System until June 2000.


In the past five years or during part of that period, served as a director at the following companies: Golden Wings Ltd.,

Elisra Electronic Systems Ltd., and Opterisity Ltd.; as an external director of the Provident Fund of State Employee

Physicians (Aram) and as a member of the provident fund's investment committee; and as a research fellow at the

Center for Strategic Studies at Tel Aviv University and at the Institute for National Security Studies (INSS).



10. Yosef Yarom – M.A. in Law and Social Sciences, National University of Cordoba, Argentina.

Licensed to practice law in Israel.

Serves as an external director at the Bank, under Proper Conduct of Banking Business Directive No. 301 of the Bank

of Israel, as of March 21, 2011.

Member of the Audit Committee of the Board of Directors.

Lecturer on auditing in the business sector at Haifa University. Member of the Board of Directors of the ORT Hermelin

Netanya Academic College of Engineering and Technology Ltd. Member of the credit committee of Dash Provident

Funds Management Ltd.

From 1994-2004, served as Chief Internal Auditor of the Bank, Head of Internal Audit in Israel and overseas, and

internal auditor of companies in the Bank Group, with the rank of a Member of the Board of Management. From

2004-2006, served as Head of Risk Management at the Bank. From 2006-2008, served as Chairman of the Board of

Directors of Bank Massad Ltd.

Served as a director at the following companies: Bank Massad Ltd., UBank Ltd., and Clarity Family Office; however,

he no longer serves at these companies. Also served as a member of the audit committee of the Movement for

Quality Government in Israel.



11. Moshe Luhmany – B.A. in Accounting and Economics, Haifa University; CPA.

Member of the Board of Directors of the Bank as of December 1, 2011.

Member of the Investment Approval Committee of the Board of Directors.

Deputy CEO and CFO of the Arison Group: Arison Investments Ltd., Arison Sustainability Ltd., Arison Holdings (1998)

Ltd., Arzaf Ltd., Arzaf D Ltd., and Arzaf B (97) Ltd.

Member of the board of directors at the following companies: Salt of the Earth Ltd., Housing and Construction Ltd.,

Av-Ar Capital Investments 1997 Ltd., Miya S.a.r.L., and Miya Luxembourg Holdings S.a.r.L.

Served as Finance Director and VP Global Operations at Amdocs; however, he no longer holds this position.




12. Yacov Peer – B.A. in Economics, Ben-Gurion University; M.B.A., Industrial Engineering and Management, Ben-Gurion

University.


of Israel as of October 6, 2010.

Member of the following Board Committees: the Finance and Prospectus Committee, and the Audit Committee.

Financial and management consultant for small businesses.

Does not serve on boards of directors of other companies.

From 1996 to 2002, CEO of Shargad Orchanim Ltd.; from 2003 to the present, owner of a business providing financial

and managerial consulting for small businesses.

From 1988 to 1995, Head of the Economic Department at Nitsba.



13. Efrat Peled – B.A. in Economics and Accounting, Tel Aviv University; M.B.A., EMBA Kellogg Recanati International

Program, Tel Aviv University; Certificate in Land Assessment, Tel Aviv University.

Member of the Board of Directors of the Bank as of January 24, 2007. Member of the following Board Committees:

the Human Resources – Salaries and Remuneration Committee; the Overseas Banking and International Activity

Committee; the Finance and Prospectus Committee; the Risk Management and Control Committee; and the

Corporate Governance Committee.

As of September 2009, serves as Chairperson of the Board of Directors of the following companies: Arison Holdings

(1998) Ltd., Arison Investments Ltd., Arison Sustainability Ltd., Arzaf Ltd., Arzaf B (97) Ltd., and Arzaf D.

As of September 2004, serves as CEO of SAFO LLC and Arzaf C Ltd.

Serves as a director at the following companies: Housing and Construction Ltd., Salt of the Earth Ltd., Av-Ar Capital

Investments 1997 Ltd., Arison Investments USA LLC, Miya S.a.r.L., and Miya Luxembourg S.a.r.L.

Member of the Board of Directors and the Investment Committee of the Weizmann Institute of Science.

Served as a director at Biomedical Investments (1997) Ltd., however, she no longer serves there. From March 2006

to September 2009, served as CEO of the following companies: Arison Holdings (1998) Ltd., Arison Investments

Ltd., Arison Sustainability Ltd., Arzaf Ltd., Arzaf B (97) Ltd., and Arzaf D Ltd.

Extensive managerial experience accumulated in recent years at the Arison Group, in the areas of business in philanthropy

in the Israeli and international markets, including management in various financial and operational sectors and specialization

in the management of global financial fund systems, investment portfolios, financial and operational holdings, Israeli and

international taxation, real estate, and extensive work with top-tier international investment banks and financial institutions.




14. Moshe Koren – B.A. in Economics and Statistics, Hebrew University; graduate of courses on financial statement

analysis. Banking and financial consultant.

Member of the Board of Directors of the Bank as of August 3, 1992. Member of the following Board Committees:

the Credit Committee; the Transactions with Related Parties Committee; the Finance and Prospectus Committee;

the Risk Management and Control Committee; the New Products Committee; and the Human Resources – Salaries

and Remuneration Committee.

In the past five years or during part of that period, served as a director at the following companies: Psagot Investment

House Ltd. and Psagot Securities Ltd.



15. Nehama Ronen – B.A. in Education and History, Tel Aviv University and Beit Berl; M.A. in Public Administration,

Haifa University.

Member of the Board of Directors of the Bank as of February 3, 2010. Member of the following Board Committees:

the Overseas Banking and International Activity Committee, and the Corporate Governance Committee.

Chairperson of the Board of Directors of the following companies: Maman Cargo Terminals Ltd., and Recycling

Corporation (ELA).

Member of the Board of Directors of Shachal Telemedicine Ltd. (external director).

Member of the Board of Directors and Chairperson of the Environment Committee of the Board of Directors of

Oil Refineries Ltd.

In the past five years or during part of that period, served as a director at the following companies: Salt of the Earth

Ltd., Kaman Holdings Ltd., and Kamur Ltd.; however, she no longer serves at these companies.

Also served as Director-General of the Ministry of the Environment in 1996-1999, and as a Member of Knesset in

2001-2003. Served as a member of the Board of Trustees of Ruppin College and of the Academic College of Tel Aviv.


qualification", based on her declaration.


Board of Directors of the Bank

Yair Seroussi Chairman of the Board of Directors of the Bank as of August 1, 2009.

Also serves as Chairman of the Boards of Directors of subsidiaries in the Bank Group.

Serves as a director of the Bank as of June 4, 2009.

Mali Baron Director of companies.

Serves as an external director (as defined in the Bank of Israel’s Proper Conduct of

Banking Business Directive No. 301) as of September 10, 2007.

Amnon Dick Businessman, partner in communications companies, consultant and director.

CEO of Adsensory Ltd.


Banking Business Directive No. 301) as of March 24, 2010.

Nira Dror Director of companies.

Serves as an external director (as defined in Section 240 of the Companies Law) as of

March 8, 2006.

Irit Izakson Director of companies.

Chairperson of the Boards of Directors of the credit-card companies

in the Bank Group.

Serves as a director of the Bank as of December 27, 1999.

Moshe Koren Banking and financial consultant.

Serves as a director of the Bank as of August 3, 1992.

Moshe Luhmany Deputy CEO and CFO of Arison Investments Ltd. and Arison Holdings (1998) Ltd.

Serves as a director of the Bank as of December 1, 2011.

Yacov Peer Financial and managerial consultant for small businesses.


Banking Business Directive No. 301) as of October 6, 2010.

Efrat Peled Chairperson of the Boards of Directors and CEO of the following companies: Arison

Holdings (1998) Ltd., Arison Investments Ltd., Arison Sustainability Ltd., Arzaf Ltd., Arzaf

B (97) Ltd., and Arzaf D Ltd.; and CEO of the following companies: SAFO LLC and

Arzaf C Ltd.

Serves as a director of the Bank as of January 24, 2007.


Nehama Ronen Chairperson of the Board of Directors of Maman Cargo Terminals Ltd.,

and Recycling Corporation (ELA).

Serves as a director of the Bank as of February 3, 2010.

Yair Tauman Professor at the Interdisciplinary Center Herzliya and at

the State University of New York at Stony Brook.

Serves as an external director of the Bank (as defined in the Bank of Israel’s Proper

Conduct of Banking Business Directive No. 301) as of December 1, 2011.

Imri Tov Director of companies; business consultant; consultant and researcher

in defense economics.

Serves as an external director (as defined in Section 240 of the Companies Law)

as of February 5, 2009.

Meir Wietchner Head of Global Strategy for the Arison Group and Chairman of the Miya Group

Serves as a director of the Bank as of November 24, 2009.

Yosef Yarom Lecturer on auditing in the business sector at Haifa University.


Banking Business Directive No. 301) as of March 21, 2011.

Nir Zichlinskey President and CEO of SRI Global Group.

Serves as a director of the Bank as of September 10, 2007.

Pnina Dvorin Served as a director of the Bank from March 8, 2006 to November 29, 2011.

Additional details regarding the Members of the Board of Directors of the Bank are presented in the Periodic Report of the Bank for 2011, and on the Magna website of the Israel Securities Authority at http://www.magna.isa.gov.il.


Board of Management of the Bank

Zion Kenan President and Chief Executive Officer

Lilach Asher-Topilsky Head of Retail Banking

Shimon Gal Head of Corporate Banking

Dan Koller Chief Risk Officer

Orit Lerer Head of International Banking

Anath Levin Head of Financial Markets(1)

Ofer Levy Chief Accountant

Ilan Mazur Chief Legal Advisor

Zvi Naggan Head of Information Technology(2)

Ran Oz Chief Financial Officer (CFO)

Ari Pinto Head of Corporate Strategy

Hanna Pri-Zan Head of Client Asset Management

Efrat Yavetz Head of Human Resources, Logistics, and Procurement

Chief Internal Auditor Jacob Orbach – Head of Internal Audit in Israel and Abroad

David Luzon Head of Information Technology(3)

Corporate Secretary Yoram Weissbrem

Bank Spokesperson Ofra Preuss

External Auditors Ziv Haft, Certified Public Accountants (Isr.)

Somekh Chaikin, Certified Public Accountants (Isr.)

(1) On January 8, 2012, the decision was made to change the name of the Global Treasury Area to the Financial Markets Area. (2) As of April 1, 2011. (3) Ceased to serve as a Member of the Board of Management as of March 31, 2011.

Additional details regarding the Members of the Board of Management of the Bank are presented in the Periodic Report of the Bank for 2011, and on the Magna website of the Israel Securities Authority at http://www.magna.isa.gov.il.


Other MattersOn January 31, 2011, the CEO of the Bank, Mr. Zion Kenan, was summoned for questioning "under warning" by the

police, in connection with the approval of a loan granted by the Bank in the past to Mr. Dan Dankner, in 2008 during

his service as Chairman of the Board of Directors of the Bank.

On February 17, 2011, the Bank issued the following statement: "Following the publication of the statement by the

Israel Police spokesperson regarding the transfer of materials to the State's Attorney concerning the CEO of the

Bank, the Board of Directors of the Bank held a discussion and heard a review by the Chairman of the Board, Yair

Seroussi, regarding talks held during the day, subsequent to the statement from the Israel Police."

Upon conclusion of the review, the Board of Directors issued the following statement: "Having heard the review

by the Chairman of the Board and the opinions of the legal advisors, and based on the information published and

available to it, the Board of Directors has adopted the recommendation of the Chairman to continue to work in full

coordination with the Bank of Israel, in a manner that will ensure the continued routine business operation of Bank

Hapoalim. The Board of Directors expresses its confidence in the CEO of the Bank, Zion Kenan, and hopes that the

investigation by the State's Attorney will be concluded as promptly as possible and will indicate that there is no cause

for legal action against him."

On January 17, 2012, the State’s Attorney determined that there was insufficient evidence to file criminal charges in

this case, and transferred the investigation to the Supervisor of Banks.

On March 4, 2012, the Supervisor of Banks stated that there was no change in his position with regard to the service

of Mr. Kenan as CEO of the Bank. The Supervisor commented to the CEO on flaws in the approval process of the

aforesaid credit. In addition, the Supervisor stated that he was considering imposing limits on the granting of credit

to members of board of directors and senior officers of banking corporations at which they serve.

On March 21, 2011, the Board of Directors of the Bank approved the appointment of Mr. Yosef Yarom as an external

director of the Bank (under Proper Conduct of Banking Business Directive No. 301 of the Supervisor of Banks),

effective March 21, 2011.

On April 1, 2011, Mr. Zvi Naggan took office as Head of Information Technology, replacing Mr. David Luzon, who

resigned from the Bank at the conclusion of the term of his employment contract, at the end of March 2011.

On November 13, 2011, the Board of Directors of the Bank approved the appointment of Mr. Yair Tauman as an

external director of the Bank (under Proper Conduct of Banking Business Directive No. 301 of the Supervisor of

Banks), effective December 1, 2011.

On November 29, 2011, the Board of Directors of the Bank approved the appointment of Mr. Moshe Luhmany as

a director of the Bank, effective December 1, 2011, replacing Ms. Pnina Dvorin, whose term of service ended on

November 29, 2011.

On January 2, 2012, after receiving approval from the Bank of Israel, the Board of Directors approved and

recommended approval by the authorized entities at the companies listed hereinafter of the extension of the term

of service of Ms. Irit Izakson as Chairperson of the Board of Directors of the companies in the Isracard Group:

Isracard Ltd., Europay (Eurocard) Israel Ltd., Aminit Ltd., and Poalim Express Ltd., for an additional period of two

years, effective January 1, 2012.


The annual general meeting of the shareholders of the Bank convened on January 3, 2012. The shareholders discussed

the financial statements of the Bank for 2010; approved the appointment of the accountants; approved the replacement

of Article 24 of the Articles of the Bank, with respect to directives concerning insurance and indemnification; approved

the granting of a letter of indemnification to the officers of the Bank, including officers who may be considered to

have a personal interest in the granting of the letter of indemnification; and approved the appointment of Mr. Imri

Tov, who has served as an external director of the Bank as of February 5, 2009, for an additional term of service of

three years, beginning February 5, 2012.

On February 28, 2012, the Board of Directors approved a special general shareholders’ meeting, to convene on

April 5, 2012. The agenda of the meeting consists of the appointment of an external director (pursuant to the

Companies Law), effective April 6, 2012, to replace Ms. Nira Dror, whose term of service ends on that date.

Transactions with Controlling Parties

Pursuant to the Securities Regulations (Periodic and Immediate Reports), 1970 (hereinafter: the "Reporting

Regulations"), corporations required to report according to the regulations must report, immediately and in their

annual periodic reports, any transaction with a controlling party, or any transaction in which a controlling party has

a personal interest (whether the transaction is exceptional, i.e. outside the ordinary course of business of the bank,

not at market terms, or such that it may have a material effect on the bank’s profitability, property, or liabilities; or

non-exceptional), including main points of the transaction or contractual engagement, the details of the organ that

approved the transaction, and a summary of its reasons for such approval. An exceptions to this rule is provided for

transactions determined in the financial statements of the bank to be "negligible transactions," as defined in Regulation

64(3)(D)(1) of the Securities Regulations (Preparation of Financial Statements), 1993 (hereinafter: the "Financial

Statements Regulations").

Because the Financial Statements Regulations do not apply to banks, the Association of Banks asked the Israel

Securities Authority to establish the reporting format applicable to banks in this regard. Following the request by

the Association of Banks and the subsequent discussions, principles were established with regard to the manner

of reporting of transactions of banks with their controlling party, or transactions with another person in which the

controlling party has a personal interest. In accordance with these principles, the Bank is required to establish criteria

for the classification of exceptional banking transactions in connection with controlling parties.

Accordingly, the Audit Committee established criteria for negligible transactions and exceptional transactions with

respect to transactions with controlling parties or transactions in which controlling parties have a personal interest.

These criteria were published, including in the Board of Directors’ Report of the Bank as at December 31, 2010.

Similar criteria were also established by other banks.

Set out below are details of the types of transactions and the criteria established in connection with reporting and

approval of transactions of the Bank with its controlling party, or transactions with another person in which the

controlling party has a personal interest.


"Exceptional" Banking Transactions

Pursuant to the aforesaid criteria established by the Bank, banking transactions meeting the following criteria shall be

considered to be exceptional transactions:

A. Any transaction involving the granting of credit by the Bank, as a result of the execution of which the total

indebtedness of the controlling party exceeds 10% of the regulatory capital, or as a result of which the increase

in the indebtedness of the controlling party exceeds 2% of the regulatory capital at the date of execution of

the transaction. In this subsection (A), several transactions executed consecutively with the same person shall

be considered as one transaction, such that for the purpose of classifying the said transactions, the cumulative

amount of the said transactions shall be examined;

B. Transactions of the deposit of funds in any type of deposit, if as a result of the transaction the total deposits of

the controlling shareholder exceed 2% of total deposits from the public, as reported in the consolidated balance

sheet of the Bank at the date of the deposit of the funds;

C. Transactions of deposit and/or purchase and/or sale of securities, participatory units in mutual funds and/or other

funds, provident funds, and any other investment held by the Bank as an asset of the customer (rather than as a

balance-sheet liability), where the amount of the transaction exceeds 0.5% of the total balance of off-balance-sheet

monetary assets of customers in the Bank Group, as reported in the consolidated balance sheet of the Bank

Group at the date of execution of the transaction;

D. Any other banking transaction of the type of transactions that the Bank usually performs with the public, provided

that it does not involve the granting of credit by the Bank, where the amount of the transaction exceeds 0.5% of

the total consolidated balance sheet of the Bank at the date of execution of the transaction.

"Negligible" Transactions

It was further established by the Bank that the following transactions shall be considered to be negligible transactions:

(1) A transaction for the acquisition of services from a controlling party, or in which a controlling party has a personal

interest, provided that it is not a contractual engagement with the controlling party or with a relative thereof

with regard to terms of service and employment, and that it is in the ordinary course of business and at market

terms, and the volume of which does not exceed a total of NIS 2.5 million, and provided that total transactions

of its type in one calendar year do not exceed 0.1% of the regulatory capital. This total shall not include single

transactions the volume of each of which is less than NIS 25,000.

(2) Transactions for the rental of land from a controlling party, or in which a controlling party has a personal interest,

approved in one calendar year, in the ordinary course of business and at market terms, the total volume of which

does not exceed 0.1% of the regulatory capital.

(3) Any other transaction in the ordinary course of business and at market terms, the volume of which is up to a

total of NIS 250,000, provided that total transactions of its type in one calendar year do not exceed 0.1% of the

regulatory capital. This total shall not include single transactions the volume of each of which is less than NIS 25,000.


Definitions

For the purposes of the foregoing resolutions, including all items, the following terms shall have the meanings listed

below:

(1) "Credit" – As defined in the Banking Law (Licensing), 1981.

(2) "Indebtedness" – As defined in Proper Conduct of Banking Business Directive No. 312 of the Supervisor of

Banks.

(3) "Market terms" – Terms that are not preferable to the terms at which the Bank executes similar transactions

of the same type with persons or corporations that are not controlling parties of the Bank, or with persons in

whose transactions a controlling party has no personal interest. Market terms with respect to banking transactions

are examined in comparison to the terms of transactions of the same type, at similar volumes, as is customary in

examining transactions with related persons, pursuant to Proper Conduct of Banking Business Directive No. 312,

with customers of the Bank who are not related persons or parties in whose transactions the controlling parties

have a personal interest. Market terms in respect of non-banking transactions are examined in comparison to

transactions of the same type executed by the Bank with suppliers and/or in comparison to proposals of other

suppliers examined prior to the decision concerning the contractual engagement. In cases in which the Bank has

no transactions of the same type, market terms shall be examined in relation to transactions of the same type in

the economy, provided that the transaction is in the ordinary course of business and that there is a market for

transactions of its type in which similar transactions are executed.

(4) "Controlling party" – Together with her related private and public companies, as the term "related person" is

defined in Proper Conduct of Banking Business Directive No. 312, and together with her relatives and their related

private companies, including family members residing with her or supported financially by her; the definition of a

"relative" under the provisions of the Banking (Licensing) Law includes siblings, parents, offspring, spouse’s offspring,

and spouses of each of the foregoing.


Set out below are details of the balances of the controlling party of the Bank and of others in whose business with

the Bank the controlling party has a personal interest, as at December 31, 2011 (in NIS thousands).

Balance as of December 31,

2011

Highest balance in 2011

Housing and Construction Ltd. Group(1):

Balance-sheet credit 741,846 813,189

Commitments to grant credit 513,794 630,507

Sale guarantees, guarantees to secure credit, and others 212,425 276,326

Balance-sheet and off-balance-sheet credit in respect of transactions in derivatives(2) 1,496 38,156

Guarantees to third parties 38,186 73,938

Deductions - -

Deposits from the public (balance sheet) 160,759 236,633

Expenses on non-banking activity 661 -

Derech Eretz Highways Ltd. Group(3):


Commitments to grant credit - 19,791


Deductions (164,213) (187,183)


Miya Holdings:


Commitments to grant credit 972 3,159


Balance-sheet and off-balance-sheet credit in respect of transactions in derivatives(4) 499 1,850



Ruach Tova Foundation(5)

Contributions 850 -

Shari Arison:

Balance-sheet credit 109 238

Commitments to grant credit 109 238


Arison Holdings Ltd.:

Deposits from the public 526 25,062

(1) Mrs. Shari Arison is the controlling shareholder of Housing and Construction Ltd.(hereinafter: "Housing and Construction"), and is considered to be the controlling shareholder of the companies in this group. The information presented regarding the Bank’s business (balance-sheet credit, off-balance-sheet credit, and monetary deposits) with the Housing and Construction Group refers to the accounts of Housing and Construction itself, as well as to all of the corporations under its control, excluding the accounts of Derech Eretz Highways (1997) Ltd. (see footnote 3 below) and of a corporation under its control, which are reported separately. Note that because the information refers to the group as a whole, it includes data which would be considered negligible for each company in its own right, and which would not be reported at all if the report referred to each corporation individually.

(2) Off-balance-sheet credit as calculated for the purpose of debt limits of a borrower, pursuant to the amended Proper Conduct of Banking Business Directive No. 313, which took effect on December 31, 2011. The balance as of December 31, 2011 includes a balance of balance-sheet fair value of derivatives in the amount of approximately NIS 29 thousand, and an off-balance-sheet balance in the amount of approximately NIS 1,467 thousand.

(3) This company is an affiliate (50%) of Housing and Construction, and consequently is considered to be a company in whose business Mrs. Shari Arison has a personal interest. Due to the relatively large volume of this company’s business with the Bank, its business relationships with the Bank are presented separately from the aggregate business of the Housing and Construction Group.

(4) Off-balance-sheet credit as calculated for the purpose of debt limits of a borrower, pursuant to the amended Proper Conduct of Banking Business Directive No. 313, which took effect on December 31, 2011. The balance as of December 31, 2011 includes a balance of balance-sheet fair value of derivatives in the amount of approximately NIS 189 thousand, and an off-balance-sheet balance in the amount of approximately NIS 310 thousand.

(5) The Bank, through the Poalim for the Community Foundation, the Bank's channel for donations to public institutions, executed the aforesaid donation as participation in the financing of the activities of "Good Deeds Day".

Note: The directors' remuneration paid by the Bank to Ms. Efrat Peled and Mr. Moshe Luhmany, which amounted to approximately NIS 782 thousand in 2011, is transferred to the Arison Group, in accordance with their instructions.


Set out below are details of the balances of the controlling party of the Bank and of others in whose business with

the Bank the controlling party has a personal interest, as at December 31, 2010 (in NIS thousands).

Balance as of December 31,

2010

Highest balance in 2010

Housing and Construction Ltd. Group(1):






Deductions - (34,190)


Expenses on non-banking activity 532 -

Derech Eretz Highways Ltd. Group(3):




Deductions (122,552) (142,075)


Miya Holdings:







Shari Arison:

Commitments to grant credit 42 42


Arison Holdings Ltd.:


(1) Mrs. Shari Arison is the controlling shareholder of Housing and Construction Ltd.(hereinafter : "Housing and Construction"), and is considered to be the controlling shareholder of the companies in this group. The information presented regarding the Bank’s business (balance-sheet credit, off-balance-sheet credit, and monetary deposits) with the Housing and Construction Group refers to the accounts of Housing and Construction itself, as well as to all of the corporations under its control, excluding the accounts of Derech Eretz Highways (1997) Ltd. (see footnote 3 below) and of a corporation under its control, which are reported separately. Note that because the information refers to the group as a whole, it includes data which would be considered negligible for each company in its own right, and which would not be reported at all if the report referred to each corporation individually.

(2) Off-balance-sheet credit was calculated based on 10% of the face value of the transactions in derivatives. The balance as of December 31, 2010 includes a balance of balance-sheet fair value of derivatives in the amount of approximately NIS 2,195 thousand, and an off-balance-sheet balance in the amount of approximately NIS 35,961 thousand.

(3) This company is an affiliate (50%) of Housing and Construction, and consequently is considered to be a company in whose business Mrs. Shari Arison has a personal interest. Due to the relatively large volume of this company’s business with the Bank, its business relationships with the Bank are presented separately from the aggregate business of the Housing and Construction Group.

(4) Off-balance-sheet credit was calculated based on 10% of the face value of the transactions in derivatives. The balance as of December 31, 2010 includes a balance of balance-sheet fair value of derivatives in the amount of approximately NIS 21 thousand, and an off-balance-sheet balance in the amount of approximately NIS 1,829 thousand

Note: The directors' remuneration paid by the Bank to Ms. Efrat Peled and Ms. Iris Dror, which amounted to approximately NIS 744 thousand in 2010, is transferred to the Arison Group, in accordance with their instructions.


Set out below are the salaries, compensation, value of benefits, and employer payments and provisions for the senior

office-holders of the Bank Group, as well as for Ms. Irit Izakson, who is an interested party receiving remuneration in

connection with her service as a director of the Bank and as active Chairperson of the Board of all of the companies

in the Isracard Group (in NIS thousands).

2011

Loans granted with preferred terms(5)

Name Title Rate of holdings

in the capital of the Bank

Salary Bonuses Benefits for share-based payments(1)

Value of additional benefits(2)

Employer payments

and provisions(3)

Supplement of reserves for related expenses

due to changes in wages

in the accounting

year

Total(4) Balance Average term to maturity

(in years)

Benefit granted during

the year

Balance of loans granted

at regular terms

Yair Seroussi Chairman of the Board of the Bank 0.02% 1,915 5,606 530 410 892 - 9,353 - - - 61

Zion Kenan President and CEO of the Bank 0.02% 2,098 5,610 335 543 463 - 9,049 - - - 137

Moshe Allouche Deputy General Manager, Bank Hapoalim (Switzerland) - 2,234 2,437 - 35 477 - 5,183 - - - -

Zvi Naggan Head of Information Technology - 1,278 811 2,434 210 333 - 5,066 - - - 47

Dov Kotler(7) CEO of Isracard - 1,301 1,962 1,048 115 605 - 5,031 - - - 48

Anath Levin Head of Financial Markets - 1,372 962 1,538 193 411 - 4,476 - - - 22

Jacob Orbach Chief Internal Auditor - 1,387 911 1,073 226 748 85 4,430 50 2.59 1 47

Shimon Gal Head of Corporate Banking - 1,395 1,164 856 239 383 - 4,037 - - - 65

Irit Izakson(7) Chairman of the Board of the Isracard Group and a director of the Bank - 1,262 1,474 658 129 334 - 3,857 - - - 34

Salaries and Benefits of Office Holders


2010

Loans granted with preferred terms(5)

Name Title Rate of holdings

in the capital of the Bank

Salary Bonuses Benefits for share-based payments(1)

Value of additional benefits(2)

Employer payments

and provisions(3)

Supplement of reserves for related expenses

due to changes in wages

in the accounting

year

Total(4) Balance Average term to maturity

(in years)

Benefit granted during

the year

Balance of loans granted

at regular terms

Yair Seroussi Chairman of the Board of the Bank - 1,770 (6)2,900 6,725 463 994 - 12,852 - - - 28

Zion Kenan President and CEO of the Bank - 2,007 (6)2,894 5,579 506 428 - 11,414 - - - 79

Ran Oz Chief Financial Officer of the Bank - 1,334 815 3,391 203 453 - 6,196 - - - 51

David Luzon Head of Information Technology - 1,353 750 557 264 567 2,489 5,980 - - - 17

Dov Kotler(7) CEO of Isracard - 1,263 1,722 2,515 96 427 - 6,023 - - - 34

Jacob Orbach Chief Internal Auditor - 1,343 703 1,393 282 257 1,595 5,573 62 3.59 1 65

Shimon Gal Head of Corporate Banking - 1,342 875 2,302 223 409 - 5,151 - - - 40

Irit Izakson(7) Chairman of the Board of the Isracard Group and a director of the Bank - 1,406 1,326 1,609 105 211 - 4,657 - - - 52

Salaries and Benefits of Office Holders (continued) (NIS thousands)


General Notes:

The recipients of the remuneration are employed in full-time (100%) positions.

All employees of the Bank, including officers of the Bank, enjoy various benefits in the management of their bank

accounts. The benefits mainly refer to an exemption from fixed account-management fees, fees for recording

transactions in accounts, information printouts, checkbooks, securities custody, cash withdrawals, money transfers to

other accounts, and credit-card membership fees. In addition, there are benefits in the form of reduced commission

rates for buying and selling securities and foreign currency, standing instructions for payments executed through the

account, and safe-deposit box rentals. Further, like all other employees of the Bank, the officers enjoy preferred interest

rates on credit and debit balances in current accounts. The entire range of benefits given to officers totals negligible

amounts, which do not exceed a total of NIS 50 thousand per year for each officer.

For further details regarding lateral remuneration components (including share-based payment) to which all members

of the Board of Management of the Bank and the Chairman of the Board of Directors of the Bank are entitled,

including retirement terms, bonuses, etc., see Notes 15 and 16 to the Financial Statements.

As detailed in Section F(A)1.4 and F(C)1.4 of Note 15 to the Financial Statements, pursuant to the terms of

the Remuneration Plan (2010), and as detailed in the Immediate Report dated August 31, 2010, reference no.

2010-01-608787 ("Remuneration Plan Report (2010)" and "Remuneration Plan (2010)"), the amount of the annual

bonus will be added to or subtracted from the bonus account of each executive, each year. The bonus account is a

notional personal bank account reflecting the positive or negative bonus balance of the executive at any time. Each

year, subject to the fulfillment of certain conditions established in the Remuneration Plan (2010), a relative payment

out of the balance in the bonus account will be executed, and the unpaid balance will remain in the bonus account.

The ROE difference of the Bank for 2011, for the purpose of setting bonuses pursuant to the Remuneration Plan

(2010), was approximately 3.5%. In addition, restricted phantom shares and contingent restricted phantom shares

will be granted, at no cost, in a quantity to be established based on the difference between the return on equity of

the Bank and its cost of capital, as detailed in the Remuneration Plan (2010).

Salaries and Benefits of Office Holders (continued)


(1) The value of the benefit in respect of share-based payment for the members of the Board of Management of the

Bank and for the Chairman of the Board of Directors of the Bank includes a benefit in respect of the restricted

phantom shares granted, and contingent restricted phantom shares to be granted, under the Remuneration Plan

(2010). In addition, a benefit is included in respect of phantom units and phantom shares granted under previous

remuneration plans. The value of the benefit in respect of the restricted phantom shares and the contingent

restricted phantom shares, under the Remuneration Plan (2010), is measured at the date of the grant of the shares,

and the fair value of phantom units granted under the previous plans is measured at each reporting date, based on

the Black-Scholes model. The remuneration in respect of the restricted phantom shares granted according to the

terms of the Remuneration Plan (2010) will vest in three equal installments, in accordance with the period of the

agreement. The value of the benefit listed in the table above includes the non-linear spreading of the accounting

expenses in respect thereof, according to the packets method, under which the full expense for the first packet,

half of the expense for the second packet, and one-third of the expense for the third packet are charged in the

first year, such that the total expense in the first year amounts to approximately 60% of the overall expense for

the plan, the expense in the second year amounts to approximately 30% of the overall expense, and the expense

in the third year amounts to approximately 10% of the overall expense.

(2) Amounts listed in the column of the table with the heading "additional benefits" include net payments for vehicle

expenses, daily allowances, and gross-up.

(3) The payments in the column with the heading "employer payments and provisions" include provisions for severance

pay, compensation, pensions, study funds, vacation, National Insurance, sick leave, and 25-year service grants.

(4) Excluding wage tax.

(5) Loans granted under terms similar to those granted to all employees of the Bank, amounts of which were

determined based on uniform criteria.

(6) In 2010, the Chairman of the Board of Directors of the Bank, Mr. Seroussi, and the Chief Executive Officer of the

Bank, Mr. Kenan, each waived NIS 1.5 million of the amounts of the bonuses to which they were entitled based

on the Remuneration Plan (2010). The amount listed in the bonus column in the table for 2010 is the amount

after these waivers.

(7) The remuneration of Ms. Izakson and Mr. Kotler is paid by the companies in the Isracard Group, with the exception

of directors' pay (annual remuneration) paid to Ms. Izakson by the Bank for her service as a member of the Board

of Directors of the Bank. The table for 2010 compensation covers an employment period of 15 months.



Additional information regarding the salary and benefits of the senior officers and interested parties listed in the

table above is set out below.

Mr. Yair Seroussi

Mr. Seroussi is employed by the Bank in the position of active Chairman of the Bank as of August 1, 2009. With regard

to the terms of employment of Mr. Seroussi, including the period of his employment, the terms for termination of

the contractual engagement, the advance notice period and adjustment period, severance pay and pensions, study

fund, and related terms, see Section 3 of the Immediate Report of the Bank dated November 25, 2009 (reference

no. 2009-01-295869), included herein by reference ("Seroussi Remuneration Report").

The amount noted in the bonuses column of the table includes the following components:

(1) A risk-adjusted, performance-dependent annual bonus – See Section F(C)1 of Note 15 to the Financial Statements.

(2) A grant for the purchase of shares – See Section F(C)2 of Note 15 to the Financial Statements.

The amount noted in the share-based payment column of the table includes the following components:

(1) Restricted phantom shares – See Section F(C)3 of Note 15 to the Financial Statements.

(2) Restricted phantom shares in respect of 2009 – In the table for 2010, a benefit was allocated at a rate of 55% of

the benefit in respect of the phantom shares granted to Mr. Seroussi for 2009 (NIS 2,732 thousand).

With regard to the effect of the end of service on compensation, see Section F(C)1.6, Section F(C)3.4, and Section

F(A)2.5 of the aforesaid Note 15.

For further details regarding share-based payment and bonuses for Mr. Seroussi, see the Remuneration Plan

Report (2010).

Mr. Zion Kenan

Mr. Kenan is employed by the Bank in the position of Chief Executive Officer of the Bank as of August 27, 2009. With

regard to the terms of employment of Mr. Kenan, including the period of his employment, the terms for termination

of the contractual engagement, the advance notice period and adjustment period, severance pay and pensions, study

fund, and related terms, see Section 1 of the Immediate Report of the Bank dated January 6, 2010 (reference no.

2010-01-345696), included herein by reference ("Kenan Remuneration Report").

The amount noted in the bonuses column of the table includes the following components:

(1) A risk-adjusted, performance-dependent annual bonus – See Section F(C)1 of Note 15 to the Financial Statements.

(2) A grant for the purchase of shares – See Section F(C)2 of Note 15 to the Financial Statements.


(1) Restricted phantom shares – See Section F(C)3 of Note 15 to the Financial Statements.

(2) Restricted phantom shares in respect of 2009 – In the table for 2010, a benefit was allocated at a rate of 60% of

the benefit in respect of the phantom shares granted to Mr. Kenan for 2009 (NIS 3,195 thousand).

(3) Phantom units – See Section A(2) of Note 16 to the Financial Statements.

With regard to the effect of the end of service on compensation, see Section F(C)1.6, Section F(C)3.4, and Section

F(A)2.5 of the aforesaid Note 15.

For further details regarding share-based payment and bonuses for Mr. Kenan, see the Remuneration Plan

Report (2010).



Mr. Moshe Allouche

Mr. Allouche serves as Head of Private Banking at Bank Hapoalim Switzerland. All costs of the employment of

Mr. Allouche are paid by Bank Hapoalim Switzerland, in Swiss Francs, adjusted to the cost of living in Switzerland.

The current employment agreement of Mr. Allouche covers a period of five years, from October 1, 2010 to

September 30, 2015. Mr. Allouche is entitled to a monthly salary in a total amount of CHF 42,307. In addition,

Mr. Allouche is entitled to a multi-year retention bonus in the amount of CHF 400,000 per year, to be refunded in

full if his employment at Bank Hapoalim Switzerland is terminated at his initiative earlier than October 1, 2015. The

retention bonus was established, among other factors, based on expenses for housing and children's education resulting

from the relocation of Mr. Allouche and his family to Switzerland for the purpose of the fulfillment of his duties.

The amount listed under the salary column in the table above for 2011 with respect to Mr. Allouche also includes a

“thirteenth monthly salary.” In addition, Mr. Allouche is entitled to related terms such as a pension and a daily expense

allowance. Costs of employment of Mr. Allouche in 2011, as noted in the table above for 2011, also include a deferred

payment pursuant to a commitment made in 2010 in connection with the renewed employment of Mr. Allouche at

Bank Hapoalim Switzerland after the completion of his service as General Manager of Banque Hapoalim (Luxembourg)

Ltd. and as Manager of the Bank Hapoalim Switzerland branch in Luxembourg until September 30, 2010.

Mr. Zvi Naggan

Mr. Naggan serves as Head of Information Technology of the Bank. The employment agreement of Mr. Naggan covers

the period of three years from February 20, 2011 to February 19, 2014. Notwithstanding the aforesaid, the contractual

engagement may be terminated earlier by either of the parties, with 90 days' advance notice. Mr. Naggan’s monthly

salary is linked to increases in the consumer price index. For details of the other terms of employment of the members

of the Board of Management of the Bank, which also apply to the employment of Mr. Naggan, see Sections C, D, and

E(4) of Note 15 to the Financial Statements of the Bank.

For details regarding bonuses listed in the bonuses column of the table above, see Section F(A)1 of Note 15 to the

Financial Statements of the Bank.

The amount noted in the share-based payment column of the table includes restricted phantom shares – see Section

F(A)2 of the aforesaid Note 15.

For further details regarding share-based payment and bonuses for Mr. Naggan, also see the Remuneration Plan

Report (2010).



Mr. Dov Kotler

Mr. Kotler serves as Chief Executive Officer of Isracard Ltd. (and of the companies in the Isracard Group: Europay

(Eurocard) Israel Ltd., Aminit Ltd., and Poalim Express Ltd.) ("Isracard") as of February 1, 2009 (his employment

agreement with Isracard is in effect until January 31, 2012). (The companies in the Isracard Group bear the full cost of

the wages of Mr. Kotler.) Notwithstanding the aforesaid, the contractual engagement may also be terminated earlier,

with three months' advance notice in writing in the case of termination at the initiative of Mr. Kotler, and six months'

advance notice in writing in the case of termination other than at his initiative. In the event of the termination of

Mr. Kotler's employment at Isracard, he shall be obligated to a cooling-off period of twelve months (unpaid). If he is

dismissed by Isracard, at the end of the cooling-off period Mr. Kotler will be entitled to an adjustment bonus with

the value of six monthly salaries. The basic wage package of Mr. Kotler, under his agreement with Isracard, includes

a monthly salary linked to the CPI; related terms such as a personal vehicle and vehicle maintenance, telephone,

and a daily allowance; and social benefits such as recuperation pay, employer contributions to provident funds and

severance pay, and a study fund.

With regard to the amount noted in the bonuses column of the table – Mr. Kotler is entitled to an annual bonus

calculated based on the change in the net profit of the Isracard Group relative to a “baseline profit” constituting the

average annual profit in 2007-2008.

With regard to the amount noted in the share-based payment column of the table – On March 1, 2009, Mr. Kotler

was granted 7,404 option notes (nontradable) exercisable into 7,404 common shares of Isracard (based on the net

exercise method, as detailed below), constituting 1% of the share capital of Isracard at the date of the grant, assuming

the exercise of all of the options into 7,404 shares of Isracard, at an exercise price of NIS 3,410 per option note

(subject to adjustments). The vesting period of the option notes is as follows: one-third of the option notes vest on

March 1 of each of the years 2010, 2011, and 2012. The exercise period of the option notes is up to four years from

the allocation date. The value of the benefit in respect of the option notes, according to the Black-Scholes model,

as measured at the date of the grant, is NIS 7,545 thousand; this value will be allocated as an expense by Isracard

over the vesting period of the option notes. As a rule, Mr. Kotler shall not be permitted to sell shares of Isracard until

one of the following events occurs: the termination of his employment; the listing of Isracard shares for trading on

the stock exchange; or a change in the control of Isracard. The options shall be exercised based on a net exercise

mechanism, where at the time of exercise of the options; shares will be allocated reflecting only the value of the

benefit in respect of the options exercised at that date. Isracard has the right of first offer and the right of first refusal

with regard to all transfers of shares by Mr. Kotler. Mr. Kotler has the right to join in sales of shares of the company

by the Bank, under certain conditions. The employment agreement of Mr. Kotler at Isracard also includes provisions

regarding the options in the event of the end of his term of service. In addition, in the event of the termination of his

term of service as CEO of Isracard prior to the listing of Isracard shares on the stock exchange, Isracard shall have the

right, under certain conditions, to buy the shares arising from the exercise of the options. The options were allocated

according to the capital gains track established in Section 102 of the Income Tax Ordinance [New Version], 1961.



On January 25, 2012, the Board of Directors of Isracard approved the extension of Mr. Kotler’s term of service as

CEO of Isracard for three additional years, from February 1, 2012 to January 31, 2015, subject to the formulation

of a new employment agreement with Mr. Kotler by April 30, 2012 (to be based, among other matters, on a new

bonus plan congruent with the customary remuneration principles at the Bank) and the approval of the aforesaid

agreement by the Board of Directors of Isracard. Upon approval of the new employment agreement with Mr. Kotler,

the agreement will apply to his employment as of February 1, 2012.

Ms. Anath Levin

Ms. Levin serves as Head of Financial Markets at the Bank. The employment agreement of Ms. Levin covers a period

of three years, from May 16, 2010 to May 15, 2013. Notwithstanding the aforesaid, the contractual engagement may

be terminated earlier by either of the parties, with 90 days' advance notice. Ms. Levin's monthly salary is linked to

increases in the consumer price index. For details of the other terms of employment of the members of the Board

of Management of the Bank, which also apply to the employment of Ms. Levin, see Sections C, D, and E(4) of Note

15 to the Financial Statements of the Bank.



The amount noted in the share-based payment column of the table includes restricted phantom shares – see Section

F(A)2 of the aforesaid Note 15.

For further details regarding share-based payment and bonuses for Ms. Levin, also see the Remuneration Plan

Report (2010).

Mr. Jacob Orbach

Mr. Orbach serves as Chief Internal Auditor, in Israel and overseas. The current employment agreement of Mr. Orbach

covers a period of three years, from January 1, 2010 to December 31, 2012. Notwithstanding the aforesaid, the

contractual engagement may be terminated earlier by either of the parties, with 90 days' advance notice. Mr. Orbach's

monthly salary is linked to increases in the consumer price index. For details of the other terms of employment of the

members of the Board of Management of the Bank, which also apply to the employment of Mr. Orbach, see Sections

C, D, and E(4) of Note 15 to the Financial Statements of the Bank.




(3) Restricted phantom shares – See Section F(A)2 of the aforesaid Note 15.


For further details regarding share-based payment and bonuses for Mr. Orbach, also see the Remuneration Plan

Report (2010).



Mr. Shimon Gal

Mr. Gal serves as Head of Corporate Banking. The current employment agreement of Mr. Gal covers the period of

three years from November 8, 2009 to November 6, 2012. Notwithstanding the aforesaid, the contractual engagement

may be terminated earlier by either of the parties, with 90 days' advance notice. Mr. Gal's monthly salary is linked to


of Management of the Bank, which also apply to the employment of Mr. Gal, see Sections C, D, and E(4) of Note 15

to the Financial Statements of the Bank.




(1) Restricted phantom shares – See Section F(A)2 of the aforesaid Note 15.


For further details regarding share-based payment and bonuses for Mr. Gal, also see the Remuneration Plan

Report (2010).

Ms. Irit Izakson

Ms. Irit Izakson serves as a director of the Bank. As of October 1, 2008, Ms. Izakson serves as active Chairperson of

the Board of Isracard and Europay; and as of January 1, 2009, she also serves as active Chairperson of the Board

of Aminit and Poalim Express. Ms. Izakson's employment agreement with Isracard with respect to her position as

Chairperson of Isracard ended on December 31, 2011 (the companies in the Isracard Group bear the full cost of the

wages of Ms. Izakson). With regard to the term of employment of Ms. Izakson, the terms of the termination of the

contractual engagement, and the advance notice period, see Section 6.2 of the Immediate Report of the Bank dated

November 25, 2009 (reference no. 2009-01-295869), included herein by reference (the "Izakson Remuneration

Report"). Ms. Izakson is entitled to a salary as detailed in Section 6.3 of the Izakson Remuneration Report. In addition,

Ms. Izakson is entitled to related terms such as a vehicle and vehicle maintenance, telephone, and a daily allowance,

and social benefits such as recuperation pay, employer contributions to provident funds and severance pay, and a study

fund. For further details regarding Ms. Izakson's wage package, see Section 6 of the Izakson Remuneration Report.

With regard to the amount noted in the bonuses column of the table – Regarding the components of the annual

bonus to which Ms. Izakson is entitled, see Section 6.8 of the Izakson Remuneration Report.



With regard to the amount noted in the share-based payment column of the table – On January 6, 2010, Ms. Izakson

was granted 6,293 option notes (nontradable) to buy 6,293 common shares of Isracard (based on the net exercise

method, as detailed below), constituting 0.85% of the share capital of Isracard at the date of the grant, assuming the

exercise of all of the options into 6,293 shares of Isracard, at an exercise price of NIS 3,410 per option note (subject

to adjustments). The vesting period of the option notes is as follows: one-third of the option notes vest on January

1 of each of the years 2010, 2011, and 2012. Ms. Izakson will be entitled to exercise the option notes into shares

(after the vesting date) until January 1, 2013. The value of the benefit in respect of the option notes, according to the

Black-Scholes model, as measured at the date of the grant, is NIS 6,588 thousand; this value will be allocated as an

expense by Isracard over the vesting period of the option notes. With regard to the mechanism for the exercise of

the options, the transferability of the options, and the exercise shares, as well as other terms related to the options

of Ms. Izakson, see Appendix B to the Izakson Remuneration Report.

In addition, Ms. Izakson receives annual remuneration only, from the Bank, in respect of her position as a director of

the Bank (in the amount of NIS 168 thousand at this time), without participation remuneration.

For further details regarding the terms of service of Ms. Izakson, see the Izakson Remuneration Report, included

herein by reference.

The Board of Directors of Isracard has extended Ms. Izakson’s term of service as Chairperson of the Board for a period

of four additional years. The Supervisor of Banks has approved her continued concurrent service as Chairperson of

the Board of Isracard and as a member of the Board of Directors of the Bank, until December 31, 2013. The terms

of employment of Ms. Izakson as Chairperson of the Board of Isracard as of January 1, 2012 will be formulated and

presented for approval by the authorized entities at Isracard and at the Bank.

Mr. Ran Oz

Mr. Oz serves as Chief Financial Officer of the Bank (CFO). The current employment agreement of Mr. Oz covers the

period of three years from April 1, 2009 to March 31, 2012. Notwithstanding the aforesaid, the contractual engagement

may be terminated earlier by either of the parties, with 90 days' advance notice. Mr. Oz's monthly salary is linked to


of Management of the Bank, which also apply to the employment of Mr. Oz, see Sections C, D, and E(4) of Note 15

to the Financial Statements of the Bank.



For further details regarding bonuses for Mr. Oz, also see the Remuneration Plan Report (2010).

The share-based payment column with respect to Mr. Oz lists the accounting expense of the Bank for the phantom

units of Mr. Oz for 2010 – see Section A(2) of Note 16 to the Financial Statements.



Mr. David Luzon

Mr. Luzon served as Head of Information Technology of the Bank until March 31, 2011. For details of the terms of

employment of the members of the Board of Management of the Bank, which also applied to the employment of

Mr. Luzon, see Sections C, D, and E(4) of Note 15 to the Financial Statements of the Bank. The cost of employment of

Mr. Luzon in 2010, as noted in the above table for 2010, also includes supplementary reserves in respect of payments

owed to Mr. Luzon for the terms of his retirement.


Financial Statements of the Bank. For further details, also see the Remuneration Plan Report (2010).


(1) Restricted phantom shares – see Section F(A)2 of the aforesaid Note 15.

(2) Phantom units – See Section A(2) of Note 16 to the Financial Statements. All of Mr. Luzon’s phantom units were

exercised in 2010.

With regard to the effect of the end of service on the restricted phantom shares and other terms, see Section F(A)2

of the aforesaid Note 15.

For further details regarding share-based payment and bonuses for Mr. Luzon, also see the Remuneration Plan

Report (2010).

Members of the Board of Directors

The directors of the Bank are entitled to annual remuneration and participation remuneration, which does not

deviate from the common practice, and which is paid in accordance with the Companies Regulations (Rules

Regarding Remuneration and Expenses for External Directors), 2000. The cost of the remuneration of the directors

for 2011 totaled approximately NIS 11,232 thousand (the cost of the remuneration of the directors for 2010 totaled

approximately NIS 11,456 thousand). Note that the Chairman of the Board is not entitled to annual remuneration

or participation remuneration, and that Ms. Izakson is entitled to annual remuneration only.



The connection between the remuneration granted in 2011 to the senior officers listed in the above

table for 2011 and the contribution of the recipients to the corporation

As part of the approval process of the Annual Financial Statements of the Bank for 2011, on March 19, 2012, the

Board of Directors held an extensive discussion of the terms of service and employment of the officers and interested

parties of the Bank, which are detailed above, in accordance with Regulation 21 of the Securities Regulations (Periodic

and Immediate Reports), 1970 (the "Periodic and Immediate Reports Regulations"), separately for each officer and

interested party, after receiving full information in advance regarding their terms of service and employment.

The discussion held on March 19, 2012 was preceded by preliminary discussions of this topic by the Remuneration

Committee, the Audit Committee, and the Board of Directors. In these preliminary discussions, a separate examination

was performed for each officer and interested party of the specific criteria established for each officer and interested

party, their fulfillment of the criteria established for them, as detailed below, and the relationship between the

remuneration they receive and their contribution to the Bank.

In view of the remuneration criteria established in advance by the Board of Directors (on this matter, see the

Immediate Report dated August 31, 2010, reference no. 2010-01-608787 concerning the remuneration plan for

2010 – the "Remuneration Plan Report (2010)" and the "Remuneration Plan (2010)", respectively), and in view of

additional criteria, including: (1) the contribution of the officer to the business and financial results of the Bank; (2) the

Bank's need to retain an officer with unique skills, knowledge, or expertise; (3) the degree of responsibility borne by

the officer ; (4) special challenges of importance to the Bank contended with by the officer during the year; (5) the

satisfaction of the CEO and/or Chairman, as relevant, with the performance of the officer; (6) the officer's professional

and managerial skills, education, and experience; and (7) the existing market conditions with regard to corresponding

officers at similar banks and companies, and based on the recommendations of the Remuneration Committee and

the Audit Committee from their discussions as described above, the Board of Directors separately examined the

compliance of each officer and interested party with the criteria established as noted above, and the connection

between the remuneration each officer or interested party receives and their contribution to the Bank. The specific

criteria established for each officer and interested party correspond to each officer's position, as detailed below. In

order to examine the remuneration and the fulfillment of the aforesaid criteria, data were presented to the directors

in advance regarding the remuneration approved in the past for each officer, a survey of the terms of remuneration

at similar companies in the industry, the Remuneration Plan (2010) and the criteria established in relation thereto,

the Bank's performance in 2011, and data regarding fulfillment or non-fulfillment of the aforesaid criteria, including

the actions and contributions of each officer to the Bank in 2011, and the connection between these factors and the

total remuneration proposed for approval, as noted.

Following the discussion of the remuneration of officers and interested parties detailed above, in accordance with

Regulation 21 of the Immediate Report Regulations, and in light of the materials presented to the Board of Directors

of the Bank, the members of the Board of Directors expressed their position that the remuneration in question

is fair and reasonable, and that the remuneration of each officer and interested party is congruent with his or her

contribution to the Bank.

For further details regarding the Remuneration Plan (2010) and the remuneration of officers and interested parties,

see Notes 15 and 16 to the Financial Statements.



Mr. Yair Seroussi, Chairman of the Board of the Bank – In examining the remuneration for Mr. Seroussi in respect

of 2011, the Board of Directors considered Mr. Seroussi's contribution to the Bank and his performance, with respect to

the following criteria, among other matters: (1) leadership of the strategic process; (2) effective management of the work

of the Board of Directors; (3) organization and management of supervision and control processes; (4) risk management

policy; (5) effective working relationships with the CEO and the Board of Management; (6) monitoring and control

over the performance of the Bank; (7) representation of the Bank with regulators; (8) representation and formation of

relations with investors in the Bank; (9) instilling corporate governance processes; (10) creating a positive reputation for

the Bank. Following the discussion, the Board of Directors noted that Mr. Seroussi had excelled in formulating strategy for

the Bank that led to improvement of its business performance and enabled the Bank to anchor its leadership position in

the banking system. In addition, the Board of Directors noted that during the year, Mr. Seroussi had led and completed

a complex process of writing working procedures for the Board of Directors, in accordance with the directives of the

Amendment to Proper Conduct of Banking Business Directive No. 301, thereby promoting and ensuring the effectiveness

and efficiency of the work of the Board of Directors and the board committees, and adopted orderly working procedures

while strengthening control systems at the Bank, which contributed to the promotion and reinforcement of corporate

governance processes at the Bank. The Board of Directors commended Mr. Seroussi's productive relationship with the

CEO and Board of Management of the Bank, which contributed to the stability of the Bank and to employee cohesion.

In addition, Mr. Seroussi represented the Bank in key international forums and developed effective relationships with the

supervisory and regulatory officers in Israel and globally.

The Board of Directors found that the remuneration received by Mr. Seroussi in respect of 2011 was within the range

found in the survey presented to the Board of Directors regarding the remuneration of officers in similar positions at

similar companies, and in view of the aforesaid performance of Mr. Seroussi, determined that the remuneration is fair

and reasonable under the circumstances, and that the remuneration is congruent with his contribution to the Bank.



Mr. Zion Kenan, President and CEO of the Bank – In examining the remuneration for Mr. Kenan in respect of

2011, the Board of Directors considered Mr. Kenan's contribution to the Bank and performance, with respect to the

following criteria, among other matters: (1) leadership of the Bank in the improvement of its business performance,

while leading and preparing work plans based on the strategy and policy of the Bank, as determined by the Board

of Directors; (2) meeting the objectives of the work plan; (3) continual adherence to and strengthening of risk

management, compliance, and auditing; (4) dynamic management responsive to changes in economic conditions

and in the competitive arena; (5) instilling the Bank's vision, strategy, and ethical code; (6) leadership of the Board

of Management, building and nurturing senior management staff, and promoting synergy among members of the

Board of Management, while ensuring the cultivation of human resources and promotion of working relationships;

(7) productive collaboration with the Chairman of the Board and the Board of Directors, while adhering to the

corporate governance rules; (8) maintaining a productive relationship with regulators; (9) management of the process

of positioning the Bank, in Israel and globally; (10) management and development of relationships with the investors

of the Bank. Following the discussion, the Board of Directors noted that under the leadership of Mr. Kenan, the Bank

attained impressive achievements in the area of business performance with a significant leap forward in all areas of

activity, and that this was accomplished during a year of complex challenges, changes in the competitive field, and

deterioration in macro conditions, which necessitated dynamic and responsive management. In addition, the Board

of Directors noted that Mr. Kenan had succeeded in leading and implementing the Bank's strategy, and resolutely led

the Areas to fulfillment of the work plan while conscientiously maintaining risk management. The Board of Directors

further noted that Mr. Kenan had significantly promoted and strengthened the compliance and audit systems, and

devoted extensive time to improving corporate governance processes. In addition, the Board of Directors noted that

Mr. Kenan had succeeded in building and leading a high-quality leading management team and promoting synergies

among the members of the Board of Management, while nurturing working relationships throughout the Bank. The

Board of Directors favorably noted the project of instilling the Bank's vision, led by Mr. Kenan, and emphasized its

influence on the work of the Board of Management and of the Bank. The Board of Directors also commended the

productive relationship and cooperation between the CEO and the Chairman of the Board, his strong relationships

with the various regulators, Mr. Kenan's success in positioning the Bank in Israel and globally as a leading financial

institution, and the management of productive relations with the investors of the Bank.

The Board of Directors found that the remuneration received by Mr. Kenan in respect of 2011 was within the range

found in the survey presented to the Board of Directors regarding the remuneration of officers in similar positions

at similar companies, and in view of the aforesaid performance of Mr. Kenan, determined that the remuneration is fair




Mr. Moshe Allouche, Bank Hapoalim Switzerland – In examining the remuneration for Mr. Allouche in respect

of 2011, the Board of Directors noted that Mr. Allouche has extensive experience in the area of private banking, has a

high level of professional skills, and was appointed to his current position after successful service as General Manager

of Banque Hapoalim Luxembourg and management of the Luxembourg branch of Bank Hapoalim Switzerland. Mr.

Allouche's remuneration includes his monthly salary. His remuneration also includes a retention bonus, which was

established, among other factors, based on expenses for housing and children's education resulting from the relocation

of Mr. Allouche and his family to Switzerland for the purpose of the fulfillment of his duties.

The Board of Directors found that the remuneration received by Mr. Allouche in respect of 2011 reflects his position

as Head of Private Banking at Bank Hapoalim Switzerland, and does not exceed the accepted range of remuneration

in Switzerland, based on data presented to the Board of Directors with regard to the remuneration of holders of

similar positions at other banks in Switzerland, and that in light of the foregoing, the remuneration is fair and reasonable

under the circumstances and is congruent with his contribution to the Bank. The Board of Directors also noted that

the wages established take the cost of living in Switzerland into consideration, and that the presentation of the wages

in the report is influenced, among other factors, by the exchange rate of the NIS against the Swiss franc.

Mr. Zvi Naggan, Head of Information Technology – In examining the remuneration for Mr. Naggan in respect

of 2011, the Board of Directors considered Mr. Naggan's contribution to the Bank and performance, with respect

to the following criteria, among other matters: (1) development of technological projects for the various Areas;

(2) compliance with the expenditure budget of the Area; (3) availability and survivability of critical systems; and (4)

promotion of IT risk management methodology. Following the discussion, the Board of Directors noted that although

Mr. Naggan only joined the Board of Management during the first quarter of 2011, he quickly and very successfully

mastered the highly complex role of managing the Bank's technologies, both in terms of day-to-day operational

management and coping with malfunctions, and in terms of the development of technology and projects and the

leadership of the Area. The Board of Directors further noted that Mr. Naggan had undertaken several large-scale

projects, in which he successfully met objectives.

The Board of Directors found that the remuneration received by Mr. Naggan in respect of 2011 was within the range


similar companies, and in view of the aforesaid performance of Mr. Naggan, determined that the remuneration is fair


Mr. Dov Kotler, CEO of Isracard Ltd. – In examining the remuneration for Mr. Kotler in respect of 2011, the

Board of Directors considered Mr. Kotler's contribution to the Isracard Group and performance, with respect to

metrics such as: (1) growth of the Isracard Group’s revenues and profitability; (2) improvement of customer service;

and (3) various qualitative objectives. Following the discussion, the Board of Directors noted that Mr. Kotler had led

Isracard to leadership, in accordance with the metrics described above.

The Board of Directors found that the remuneration received by Mr. Kotler in respect of 2011 was within the range


at similar companies, and in view of the aforesaid performance of Mr. Kotler, determined that the remuneration is fair




Ms. Anath Levin, Head of Financial Markets – In examining the remuneration for Ms. Levin in respect of 2011,

the Board of Directors considered Ms. Levin's contribution to the Bank and performance, with respect to the following

criteria, among other matters: (1) recruitment of clients for the dealing room and increasing the revenues of the dealing

room; (2) risk management; and (3) promotion of synergies with other Areas. Following the discussion, the Board of

Directors noted that Ms. Levin had met the objectives concerning profitability and the recruitment of clients for the

dealing room. The Board of Directors further noted the attainment of objectives in the area of risk management,

including monitoring of operational errors, implementation of a liquidity management plan, and effectively addressing

audit findings. In addition, the Board of Directors noted that Ms. Levin had undertaken the realization of several key

projects, all of which she handled with commendable success, including the project of merging the trading rooms and

the supporting systems, and the project of establishing and managing the Nostro unit.

The Board of Directors found that the remuneration received by Ms. Levin in respect of 2011 was within the range


at similar companies, and in view of the aforesaid performance of Ms. Levin, determined that the remuneration is fair

and reasonable under the circumstances, and that the remuneration is congruent with her contribution to the Bank.

Mr. Jacob Orbach, Chief Internal Auditor in Israel and overseas – In examining the remuneration for Mr.

Orbach in respect of 2011, the Board of Directors considered Mr. Orbach's contribution to the Bank and performance,

with respect to the following criteria, among other matters: (1) improvement of control and monitoring of findings

of audit reports; (2) performance of an independent review of the ICAAP procedure; and (3) increased exposure of

audit work through courses and training for employees. Following the discussion, the Board of Directors noted that

Mr. Orbach had been highly successful in leading the work of auditing, which is being conducted with prioritization

and focus on the most essential and substantial matters without compromising on the quality of the audit. The Board

of Directors further noted that under the leadership of Mr. Orbach, Internal Audit met its annual work plan in full,

including in the area of the independent review of the ICAAP procedure, a central and complex activity performed

each year. In addition, the Board of Directors noted that Mr. Orbach promoted and increased the exposure of the

work of the Audit Department to employees of the Bank, including within employee training.

The Board of Directors found that the remuneration received by Mr. Orbach in respect of 2011 was within the range


similar companies, and in view of the aforesaid performance of Mr. Orbach, determined that the remuneration is fair




Mr. Shimon Gal, Head of Corporate Banking – In examining the remuneration for Mr. Gal in respect of

2011, the Board of Directors considered Mr. Gal's contribution to the Bank and performance, with respect to the

following criteria, among other matters: (1) promotion of the growth plan in the area of commercial banking; (2)

promotion of synergies among the different Areas of the Bank; (3) continued development of the Business Branches;

(4) addressing concentration in the credit portfolio while complying with regulatory requirements; and (5) meeting

quantitative targets, including with regard to return on equity, profit, expenses of the Corporate Area, non-credit

income, and more. Following the discussion, the Board of Directors noted that Mr. Gal had led the Corporate Area

to outstanding achievements, beyond the planning and the targets that had been set on almost every parameter,

including return on economic equity and profit. In addition, Mr. Gal succeeded in promoting synergies between the

Corporate Area and other Areas of the Bank, including the transfer of customers between the Corporate Area and

the Retail Area, recruitment of clients for the International Area, and recruitment of clients for the dealing room. The

Board of Directors further noted that Mr. Gal had led and promoted the continued process of deployment of the

Business Branches of the Bank, and had met the targets set for recruitment of new clients by the branches and for

the transfer of clients to the Business Branches. In addition, as a result of Mr. Gal's management, the Bank succeeded

in maintaining its leading status in the area of corporate credit, while increasing credit balances in the Commercial

Division and recruiting new clients.

The Board of Directors found that the remuneration received by Mr. Gal in respect of 2011 was within the range


at similar companies, and in view of the aforesaid performance of Mr. Gal, determined that the remuneration is fair


Ms. Irit Izakson, Chairperson of the Board of Isracard Ltd. – In examining the remuneration for Ms. Izakson in

respect of 2011, the Board of Directors considered Ms. Izakson's contribution to the Isracard Group and performance,

with respect to the following metrics: (1) improvement of the business performance of the Isracard Group and an

increase in financial metrics; (2) formulation of strategy for the Isracard Group, and leadership and implementation

of such strategy; (3) effectiveness and efficiency of the work of the Board of Directors and its committees; and (4) a

focus on new growth areas for the Isracard Group. Following the discussion, the Board of Directors noted that Ms.

Izakson had excelled in leading the Isracard Group to leadership, in accordance with the metrics described above.

The Board of Directors found that the remuneration received by Ms. Izakson in respect of 2011 was within the range


similar companies, and in view of the aforesaid performance of Ms. Izakson, determined that the remuneration is fair

and reasonable under the circumstances, and that the remuneration is congruent with her contribution to the Bank.

Directors' Remuneration

With regard to the annual remuneration and the participation remuneration received by the directors of the Bank,

(which was in a total amount of NIS 11,232 thousand in 2011), the directors noted that this amount does not exceed

the maximum amount according to the grade of the Bank pursuant to the Companies Regulations (Rules Regarding

Remuneration and Expenses for External Directors), 2000, and therefore, in the opinion of the Board of Directors,

this amount is fair and reasonable, and reflects the contribution of the directors to the Bank. Note that the Chairman

of the Board is not entitled to annual remuneration and participation remuneration, and that Ms. Irit Izakson is entitled

to annual remuneration only.



Board of Directors’ Report to the Annual General Meeting on the Remuneration of the Auditors(1)(2)(3)

Consolidated The Bank:

2011 2010 2011 2010

NIS thousands

For auditing activity(4):

Joint auditors 21,995 21,374 10,812 9,889

Other auditors 1,976 1,558 1,391 1,029

Total 23,971 22,932 12,203 10,918

For audit-related services(5):

Joint auditors 11,495 7,859 10,365 6,904

Other auditors - 433 - 433

For tax services(6):

Joint auditors 1,713 2,475 1,083 1,557

Other auditors 790 1,320 523 1,075

For other services(7):

Joint auditors 1,640 1,007 1,189 897

Total 15,638 13,094 13,160 10,866

Total remuneration of auditors 39,609 36,026 25,363 21,784

(1) Report of the Board of Directors to the annual general meeting on the remuneration of the external auditors for audit activity and for services in addition to the audit, under Paragraphs 165 and 167 of the Companies Law, 5759-1999.

(2) The remuneration of the external auditors includes payments to partnerships and corporations under their control, as well as payments in accordance with the Value Added Tax Law.

(3) Including remuneration paid and accrued remuneration.(4) Audit of the annual financial statements, review of interim reports, including an audit of the internal control of financial reporting

(SOX 404), and a review of the Bank’s overseas branches.(5) Audit-related fees mainly include prospectuses, special authorizations, comfort letters, and guidance of the SOX process. Audit

activities related to compliance with money laundering prohibition directives.(6) Mainly includes tax adjustment reports, tax assessment discussions, and tax consulting in Israel and abroad.(7) Mainly includes assistance with the preparation of the Corporate Social Responsibility Report.

Controls and Procedures In accordance with the Public Reporting Directives of the Supervisor of Banks, the Chief Executive Officer and

the Chief Accountant of the Bank must each separately sign a declaration regarding their responsibility for the

establishment and application of controls and procedures concerning disclosure and the Bank's internal control of

financial reporting, including an assessment of the effectiveness of these controls, pursuant to the provisions of Sections

302 and 404 of the law known as the "Sarbanes-Oxley Act," enacted in the United States.

The provisions of these two sections of the law were consolidated by the Supervisor of Banks in a Proper Conduct

of Banking Business Directive (Directive 309) in September 2008, and integrated into the Public Reporting Directives

in June 2009.

These directives have been implemented at the Bank since their inception dates:

• ThedirectiveinSection302regardingtheresponsibilityfortheestablishmentandapplicationofcontrolsand

procedures concerning disclosure has been implemented quarterly as of the financial statements for June 30, 2005.

• ThedirectiveinSection404regardingtheresponsibilityfortheBank'sinternalcontroloffinancialreportinghas

been implemented at year end, as of the financial statements for December 31, 2008.


As part of the implementation of the directives of Section 404, the Bank, with the assistance of a consulting firm,

mapped and documented all material control processes, based on the directives of the SEC (the Securities and

Exchange Commission in the United States), using the prevalent methodologies, based on criteria established in the

Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations (COSO) of the

Treadway Commission. In addition, in accordance with the requirements, the Bank carried out a test of the effectiveness

of the procedures for internal control of financial reporting, through an examination of the effectiveness of the main

controls in practice.

In 2011, the Bank, with the assistance of the consulting firm, according to the prevalent methodologies, updated the

documentation of the material control processes and performed an updated examination of the effectiveness of

procedures for the internal control of financial reporting, through a renewed examination of the main controls for

2011. This process was carried out while adjusting testing samples to the results of the risk mapping updated each year.

Evaluations of Controls and Procedures Concerning Disclosure

The Board of Management of the Bank, in cooperation with the Chief Executive Officer and the Chief Accountant

of the Bank, has assessed the effectiveness of the controls and procedures concerning disclosure at the Bank as at

December 31, 2011. Based on this assessment, the Chief Executive Officer and the Chief Accountant of the Bank

have concluded that, as at the end of this period, the controls and procedures concerning disclosure at the Bank are

effective in order to record, process, summarize, and report the information that the Bank is required to disclose

in its financial report, in accordance with the Public Reporting Directives of the Supervisor of Banks, on the date

stipulated in these directives.

Changes in Internal Control

As part of the implementation of the directives of the Supervisor of Banks concerning the measurement and

disclosure of impaired debts, credit risk, and credit loss provisions as of the beginning of 2011, the Bank has activated

a computerized system to support the accounting treatment derived from the directive. The implementation of the

directive requires changes to working procedures related to locating and classifying problematic debts and establishing

provisions for credit losses, as well as changes in existing controls for these processes, including the establishment of

compensatory controls.

With the exception of the foregoing, during the quarter ended on December 31, 2011, there was no change in the

Bank’s internal control of financial reporting that had a material impact, or could reasonably be expected to have a

material impact, on the Bank's internal control of financial reporting.

Yair Seroussi Zion Kenan

Chairman of the Board of Directors President & Chief Executive Officer

Tel-Aviv, March 28, 2012

2011Bank Hapoalim

Management’s Review 2011

Appendix I: Consolidated Balance Sheet for the years 2007-2011 Multi-Period Data 259

Appendix 2: Consolidated Statement of Profit and Loss for the years 2007-2011 Multi-Period Data 260

Appendix 3: Rates of Financing Income and Expenses - Consolidated 261

Appendix 4: Exposure of the Bank and Subsidiaries to Changes in Interest Rates 266

Appendix 5: Total Credit Risk to the Public by Economic Sectors - Consolidated 274

Appendix 6: Exposure to Foreign Countries - Consolidated 280

Appendix 7: Quarterly consolidated Balance Sheet for the years 2010-2011 Multi-Quarterly Data 285

Appendix 8: Quarterly consolidated Statement of Profit and Loss for the years 2010-2011 Multi-Quarterly Data 287


(NIS millions)

as at December 31

2011 2010 2009 2008 2007

Assets

Cash on hand and deposits with banks 55,790 50,331 53,115 38,590 35,695

Securities 34,411 31,604 28,055 26,657 48,406

Securities which were borrowed or bought under agreements to resell - 16 - - 471

Credit to the public 250,592 **,*236,671 **,*227,126 **,*232,719 **,*214,733

Allowance for credit losses (4,097) **,*(11,383) **,*(11,338) **,*(10,619) **,*(10,008)

Credit to the public, net 246,495 225,288 215,788 222,100 204,725

Credit to governments 616 339 218 270 404

Investments in equity basis investees 125 132 114 480 766

Buildings and equipment 3,720 3,803 3,845 3,905 3,941

Intangible assets and goodwill 44 **65 **206 **289 **232

Assets in respect of derivative instruments 10,799 **6,472 **5,201 **11,798 **6,191

Other assets 4,688 ***,**3,039 ***,**3,215 **2,758 **2,160

Total assets 356,688 ***321,089 ***309,757 306,847 302,991

Liabilities and Equity

Deposits from the public 256,417 233,965 231,993 226,953 231,750

Deposits from banks 7,001 4,834 6,455 8,198 9,043

Deposits from the Government 1,085 1,335 1,551 1,657 2,210

Securities which were lent or sold under agreements to repurchase

1,305 386 794 237 1,388

Debentures and subordinated notes 32,933 27,608 23,112 20,818 18,812

Liabilities in respect of derivative instruments 13,421 **10,249 **7,457 **14,686 **5,523

Other liabilities 20,399 ***,**19,814 ***,**17,948 **15,073 **14,545

Total liabilities 332,561 ***298,191 ***289,310 287,622 283,271

Shareholders` equity 23,845 ***22,561 ***20,097 18,795 18,778

Noncontrolling interests 282 337 350 430 942

Total equity 24,127 ***22,898 ***20,447 19,225 19,720

Total liabilities and equity 356,688 ***321,089 ***309,757 306,847 302,991

* On January 1, 2011, the Bank adopted the directive of the Supervisor of Banks, "Measurement and Disclosure of Impaired Debts, Credit Risk, and Provision for Credit Losses," for the first time. Comparison figures for previous years were not restated; therefore, data as at December 31, 2011 are not comparable with data marked with an asterisk (*) in previous years. For further explanations of the effect of the initial adoption of this directive, see Note 1(E)(4) in the Financial Statements.

** The data were reclassified to match the item headings and presentation method in the current period, following the initial implementation of certain accounting standards. See Note 1(C)(4) in the Financial Statements.

*** Restated following the retroactive implementation of the directives of the Supervisor of Banks regarding financial reporting on employee benefits. For further details, see Note 1(E)(18) in the Financial Statements.

Consolidated Balance Sheet for the years 2007-2011 Multi-Period DataAppendix 1


(NIS millions)


2011 2010 2009 2008 2007

Profit from financing activities before provision for credit losses 8,231 7,775 6,718 3,256 6,933

Provision for credit losses 1,202 1,030 2,017 1,520 513

Profit from financing activities after provision for credit losses 7,029 6,745 4,701 1,736 6,420

Operating and other Income

Operating commissions 4,696 4,811 4,489 4,531 4,797

Profits (losses) from investments in shares, net 55 77 392 (113) 251

Other income 101 **164 **158 114 119

Total operating and other income 4,852 **5,052 **5,039 4,532 5,167

Operating and other expenses

Salaries and related expenses 4,759 **4,631 **4,016 4,762 4,769

Maintenance and depreciation of buildings and equipment 1,535 1,518 1,432 1,355 1,300

Depreciation and impairment of intangible assets and goodwill 21 *141 *93 *35 *15

Other expenses 2,050 *2,001 *1,916 *1,872 *1,773

Total operating and other expenses 8,365 **8,291 **7,457 8,024 7,857

Operating profit (loss) before taxes 3,516 **3,506 **2,283 (1,756) 3,730

Provision for taxes (tax benefit) on operating profit (loss) 809 **1,342 **990 (397) 1,458

Operating profit (loss) after taxes 2,707 **2,164 **1,293 (1,359) 2,272

Share in net, after-tax operating profits (losses) of equity basis investees (5) 3 (15) (195) 189


Before attribution to noncontrolling interests 2,702 **2,167 **1,278 (1,554) 2,461

Loss (profit) attributed to noncontrolling interests 39 18 (6) 85 (133)

Attributed to shareholders of the Bank 2,741 **2,185 **1,272 (1,469) 2,328

Profit from extraordinary transactions, after taxes, before attribution to noncontrolling interests 5 16 28 574 351

Net profit (loss):

Before attribution to noncontrolling interests 2,707 **2,183 **1,306 (980) 2,812

Loss (profit) attributed to noncontrolling interests 39 18 (6) 85 (133)

Attributed to shareholders of the Bank 2,746 **2,201 **1,300 (895) 2,679

Profit (loss) per ordinary share in NIS:

Basic profit (loss):

Net operating profit (loss) attributed to shareholders of the Bank 2.07 **1.65 **0.97 (1.13) 1.85

Profit from extraordinary transactions, after taxes, attributed to shareholders of the Bank - 0.01 0.02 0.44 0.28

Total 2.07 **1.66 **0.99 (0.69) 2.13

Diluted profit (loss):

Net operating profit (loss) attributed to shareholders of the Bank 2.05 **1.64 **0.96 (1.13) 1.83

Profit from extraordinary transactions, after taxes, attributed to shareholders of the Bank - 0.01 0.02 0.44 0.28

Total 2.05 **1.65 **0.98 (0.69) 2.11

* The data were reclassified to match the item headings and presentation method in the current period.** Restated following the retroactive implementation of the directives of the Supervisor of Banks regarding financial reporting on

employee benefits. For further details, see Note 1(E)(18) in the Financial Statements.

Consolidated Statement of Profit and Loss for the years 2007-2011 - Multi-Period DataAppendix 2


2011 2010

Rate of income (expense) Rate of income (expense)

Average annual

balance(1)(2)

Financing income

(expenses)(1)

Without effect of

derivatives

Including effect of

derivatives(3)

Average annual

balance(1)(2)

Financing income

(expenses)(1)

Without effect of

derivatives

Including effect of

derivatives(3)

NIS millions % % NIS millions % %

Israeli currency - Unlinked

Assets(4)(5) 190,731 9,127 4.79 165,429 6,677 4.04

Effect of derivatives(3)

Embedded derivatives and ALM 130,445 5,305 86,985 2,120

Total 321,176 14,432 4.49 252,414 8,797 3.49

Liabilities(5) (159,658) (3,099) (1.94) (139,930) (1,547) (1.11)


Embedded derivatives and ALM (136,642) (5,640) (94,747) (2,597)

Total (296,300) (8,739) (2.95) (234,677) (4,144) (1.77)

Interest spread 2.85 1.54 2.93 1.72

Israeli currency - Linked to the CPI

Assets(4)(5) 57,638 3,766 6.53 54,483 3,647 6.69


Embedded derivatives and ALM 8,322 537 6,054 213

Total 65,960 4,303 6.52 60,537 3,860 6.38

Liabilities(5) (44,166) (2,832) (6.41) (41,728) (2,657) (6.37)


Embedded derivatives and ALM (16,639) (877) (17,123) (1,086)

Total (60,805) (3,709) (6.10) (58,851) (3,743) (6.36)


(1) The data are given before and after the effect of derivative instruments (including off-balance-sheet effects of derivative instruments).

(2) Based on monthly opening balances (based on daily balances in the unlinked Israeli currency segment), and before deduction of the average balance-sheet allowance for credit losses. In 2010, after deduction of the balance-sheet balance of the specific provision for doubtful debts.

(3) Hedging derivative instruments (excluding options), embedded derivatives that have been detached and ALM derivatives that form part of the Bank’s ALM network.

(4) The average balance of the profits (losses) not yet realized from the adjustments to fair value, was deducted/added from the average balance of bonds available for sale and bonds held for trading at December 31, 2011 NIS 22 million (December 31, 2010: NIS 120 million) in the unlinked segment, NIS 10 million (December 31, 2010: NIS 72 million) in the CPI-linked segment, NIS 121 million (December 31, 2010: NIS 174 million) in the foreign currency segment (including Israeli currency linked to foreign currency).

(5) Excluding derivative instruments.

Note: Full details regarding rates of financing income and expenses in each segment, according to balance-sheet items, are available upon request.

Rates of Financing Income and Expenses - ConsolidatedAppendix 3


2011 2010


Average annual

balance(1)(2)

Financing income

(expenses)(1)

Without effect of

derivatives

Including effect of

derivatives(3)

Average annual

balance(1)(2)

Financing income

(expenses)(1)

Without effect of

derivatives

Including effect of

derivatives(3)


Foreign currency - (Including Israeli currency linked to foreign currency)

Assets(4)(5) 67,172 6,446 9.60 69,586 (1,663) (2.39)


Hedging derivatives 11,286 648 11,712 241

Embedded derivatives and ALM 187,968 21,117 175,692 (3,469)

Total 266,426 28,211 10.59 256,990 (4,891) (1.90)

Liabilities(5) (82,913) (6,236) (7.52) (86,087) 5,012 5.82


Hedging derivatives (11,600) (688) (11,729) (311)

Embedded derivatives and ALM (175,069) (20,036) (158,876) 1,774

Total (269,582) (26,960) (10.00) (256,692) 6,475 2.52








Rates of Financing Income and Expenses - ConsolidatedAppendix 3 (continued)


2011 2010


Average annual

balance(1)(2)

Financing income

(expenses)(1)

Without effect of

derivatives

Including effect of

derivatives(3)

Average annual

balance(1)(2)

Financing income

(expenses)(1)

Without effect of

derivatives

Including effect of

derivatives(3)


Total

Monetary assets generating financial income(4)(5) 315,541 19,339 6.13 289,498 8,661 2.99



Embedded derivatives and ALM 326,735 26,959 268,731 (1,136)

Total 653,562 46,946 7.18 569,941 7,766 1.36

Monetary liabilities generating financial expenses(5) (286,737) (12,167) (4.24) (267,745) 808 0.30




Total (626,687) (39,408) (6.29) (550,220) (1,412) (0.26)










(NIS millions)

2011 2010

Average annual

balance(1)

Financing income

(expenses)

Average annual

balance(1)

Financing income

(expenses)

In respect of options 2 133

In respect of other derivative instruments (not including options, hedging derivatives, ALM derivatives and embedded derivatives that have been detached)(2) 2 (33)

Commissions from financing transactions and other financing income(5) 692 1,332

Other financing expenses (3) (11)

Profit from financing activities before provision for credit losses 8,231 7,775

Provision for credit losses (1,202) (1,030)

Profit from financing activities after provision for credit losses 7,029 6,745

Total

Monetary assets that generated financing income**(3)(4) 315,541 289,498

Assets deriving from derivative instruments(6) 7,775 6,931

Other monetary assets(4) 1,739 *3,436

Provision for credit losses*** (4,385) (1,153)

Total monetary assets 320,670 *298,712

Total

Monetary liabilities that generated financing expenses(4) (286,737) (267,745)

Liabilities deriving from derivative instruments(6) (10,682) (9,707)

Other monetary liabilities(4) (5,290) *(5,161)

Total monetary liabilities (302,709) *(282,613)

Total excess of assets over financial liabilities 17,961 *16,099

Non-monetary assets 5,787 5,809

Non-monetary liabilities (739) (729)

Total capital resources 23,009 *21,179

* Restated following the retroactive implementation of the directives of the Supervisor of Banks regarding financial reporting on employee benefits. For further details, see Note 1(E)(18) in the Financial Statements.

** Before deducting the individual and group provision for credit losses, and after accounting write-off. In 2010, after specific provision for doubtful debts.

*** In 2010, general provision and supplementary provision for doubtful debts.(1) The data are given before and after the effect of derivative instruments (including off-balance-sheet effects of derivative

instruments).(2) Hedging derivative instruments (excluding options), embedded derivatives that have been detached and ALM derivatives that

form part of the Bank’s ALM network.(3) The average balance of the profits (losses) not yet realized from the adjustments to fair value, was deducted/added

from the average balance of bonds available for sale and bonds held for trading at December 31, 2011 NIS 22 million (December 31, 2010: NIS 120 million) in the unlinked segment, NIS 10 million (December 31, 2010: NIS 72 million) in the CPI-linked segment, NIS 121 million (December 31, 2010: NIS 174 million) in the foreign currency segment (including Israeli currency linked to foreign currency).

(4) Excluding derivative instruments.(5) Including profits and losses from the sale of investments in bonds and from the adjustments to fair value of bonds held for

trading(6) Average balance-sheet balances of derivative instruments (not including average off-balance-sheet balances of derivative

instruments).




(in nominal amounts)

2011 2010


Average annual

balance(1)(2)

Financingincome

(expenses)(1)

Without effect of

derivatives

Including effect of

derivatives(3)

Average annual

balance(1)(2)

Financing income

(expenses)(1)

Without effect of

derivatives

Including effect of

derivatives(3)

USD millions % % USD millions % %

Foreign currency (Including Israeli currency linked to foreign currency)

Monetary assets in foreign currency generating financial income(4)(5) 18,811 443 2.36 18,585 440 2.37



Embedded derivatives and ALM 53,148 1,466 47,171 1,265

Total 75,069 2,101 2.80 68,874 1,768 2.57

Monetary liabilities in foreign currency generating financial expenses(5) (23,305) (2) (0.01) (22,704) 109 0.48




Total (75,921) (1,430) (1.88) (68,448) (1,449) (2.12)










December 31, 2010

On demand up to

1 month

From 1 to 3 months

From 3 months to 1 year

From 1 to 3 years

From 3 to 5 years

From 5 to 10 years

From 10 to 20 years

Over 20 years

With no repayment

period

Total fair value

Internal rate

of return

Effective duration

Total fair value

Internal rate

of return

Effective duration

NIS millions NIS millions % in years NIS millions % in years

Israeli currency - unlinked

Financial assets and amounts receivable in respect of derivative instruments and in respect of off-balance-sheet financial instruments and complex financial assets

Financial assets*,*** 152,328 7,958 19,180 7,454 3,580 4,291 1,240 - 2,459 198,490 5.03 0.41 190,144 5.12 0.36

Derivative financial instruments (except options) 37,590 48,997 41,266 17,395 7,971 10,509 277 - - 164,005 0.95 109,893 0.83

Options (In terms of the underlying asset) 1,783 1,238 1,039 23 10 - - - - 4,093 0.20 5,370 0.18

Total Fair value 191,701 58,193 61,485 24,872 11,561 14,800 1,517 - 2,459 366,588 **0.65 305,407 **0.53

Financial liabilities and amounts payable in respect of derivative instruments and in respect of off-balance-sheet financial instruments and complex financial liabilities

Financial liabilities* 142,139 9,980 11,305 8,449 3,054 3,992 223 - 34 179,176 3.89 0.39 158,707 3.99 0.46


Options (In terms of the underlying asset) 1,600 2,409 2,308 43 1 2 - - 6,363 0.26 5,900 0.28

Total fair value 183,374 56,462 56,235 27,694 10,099 16,435 593 - 34 350,926 **0.68 289,229 **0.63

Financial instruments, net

Exposure to changes in interest rates in the segment 8,327 1,731 5,250 (2,822) 1,462 (1,635) 924 - 2,425 15,662 16,178

Cumulative exposure in the segment 8,327 10,058 15,308 12,486 13,948 12,313 13,237 13,237 15,662

* With the exception of balance-sheet balances of derivative financial instruments, fair value of off-balance-sheet financial instruments, and fair value of complex financial instruments.

** Average weighted by fair value of effective average duration. *** The data include assumptions regarding early repayment in respect of housing loans. The effect of these assumptions is negligible.

General Notes:(1) Further details regarding the exposure to changes in interest rates in each segment of the financial assets and financial

liabilities, according to the different balance-sheet items, will be provided upon request.(2) In this table, data by periods reflect the current value of future cash flows of each financial instrument, capitalized by the

interest rate used for deductiont to the fair value included in respect of the financial instrument in Note 21 in the Financial Statements, in consistency with the assumptions used to calculate the fair value of the financial instrument. For further details regarding the assumptions used in the calculation of the fair value of the financial instruments, see Note 21 in the Financial Statements.

(3) The internal return rate is the interest rate for the deduction of the expected cash flows from the financial instrument to the fair value included in respect thereof in Note 21 in the Financial Statements.

(4) The effective average duration of a group of financial instruments constitutes an approximation of the change, in percent, in the fair value of the group of financial instruments which would be caused by a small change (an increase of 0.1%) in the internal return rate of each of the financial instruments.

(5) Option components embedded in financial instruments, for accounting purposes, were expressed in cash flows through sorting by terms to maturity.

Exposure of the Bank and Subsidiaries to Changes in Interest Ratesas at December 31, 2011 Appendix 4


December 31, 2010

On demand up to

1 month

From 1 to 3 months


From 1 to 3 years

From 3 to 5 years

From 5 to 10 years

From 10 to 20 years

Over 20 years

With no repayment

period

Total fair value

Internal rate

of return

Effective duration

Total fair value

Internal rate

of return

Effective duration


Israeli currency - unlinked


Financial assets*,*** 152,328 7,958 19,180 7,454 3,580 4,291 1,240 - 2,459 198,490 5.03 0.41 190,144 5.12 0.36



Total Fair value 191,701 58,193 61,485 24,872 11,561 14,800 1,517 - 2,459 366,588 **0.65 305,407 **0.53


Financial liabilities* 142,139 9,980 11,305 8,449 3,054 3,992 223 - 34 179,176 3.89 0.39 158,707 3.99 0.46


Options (In terms of the underlying asset) 1,600 2,409 2,308 43 1 2 - - 6,363 0.26 5,900 0.28

Total fair value 183,374 56,462 56,235 27,694 10,099 16,435 593 - 34 350,926 **0.68 289,229 **0.63


Exposure to changes in interest rates in the segment 8,327 1,731 5,250 (2,822) 1,462 (1,635) 924 - 2,425 15,662 16,178



** Average weighted by fair value of effective average duration. *** The data include assumptions regarding early repayment in respect of housing loans. The effect of these assumptions is negligible.








December 31, 2010

On demand up to

1 month

From 1 to 3 months


From 1 to 3 years

From 3 to 5 years

From 5 to 10 years

From 10 to 20 years

Over 20 years

With no repayment

period

Total fair value

Internal rate

of return

Effective duration

Total fair value

Internal rate

of return

Effective duration




Financial assets*,**** 1,812 1,991 10,099 21,582 13,022 9,839 2,762 417 177 61,701 3.34 3.34 58,727 3.12 3.40

Derivative financial instruments (except options) 19 123 1,392 2,649 1,567 4,551 69 - - 10,370 4.65 6,787 4.07

Total Fair value 1,831 2,114 11,491 24,231 14,589 14,390 2,831 417 177 72,071 **3.53 65,514 **3.47

Financial liabilities and amounts payable in respect of derivative instruments and in respect of off-balance-sheetfinancial instruments and complex financial liabilities

Financial liabilities* 1,880 1,129 5,994 13,105 9,661 16,345 2,368 41 - 50,523 2.47 4.15 45,375 2.19 4.25

Derivative financial instruments (except options) 43 500 3,111 5,116 1,914 6,586 - - - 17,270 3.83 16,219 3.92

Total fair value 1,923 1,629 9,105 18,221 11,575 22,931 2,368 41 - 67,793 **4.07 61,594 ***,**4.16


Exposure to changes in interest rates in the segment (92) 485 2,386 6,010 3,014 (8,541) 463 376 177 4,278 3,920

Cumulative exposure in the segment (92) 393 2,779 8,789 11,803 3,262 3,725 4,101 4,278


** Average weighted by fair value of effective average duration. *** Restated.**** The data include assumptions regarding early repayment in respect of housing loans. The effect of these assumptions on

fair value is a reduction of the fair value by NIS 14 million, and a reduction of the average duration of the assets and of the difference in the average duration by 0.18 years.







Exposure of the Bank and Subsidiaries to Changes in Interest Ratesas at December 31, 2011 Appendix 4 (continued)


December 31, 2010

On demand up to

1 month

From 1 to 3 months


From 1 to 3 years

From 3 to 5 years

From 5 to 10 years

From 10 to 20 years

Over 20 years

With no repayment

period

Total fair value

Internal rate

of return

Effective duration

Total fair value

Internal rate

of return

Effective duration




Financial assets*,**** 1,812 1,991 10,099 21,582 13,022 9,839 2,762 417 177 61,701 3.34 3.34 58,727 3.12 3.40

Derivative financial instruments (except options) 19 123 1,392 2,649 1,567 4,551 69 - - 10,370 4.65 6,787 4.07

Total Fair value 1,831 2,114 11,491 24,231 14,589 14,390 2,831 417 177 72,071 **3.53 65,514 **3.47

Financial liabilities and amounts payable in respect of derivative instruments and in respect of off-balance-sheetfinancial instruments and complex financial liabilities

Financial liabilities* 1,880 1,129 5,994 13,105 9,661 16,345 2,368 41 - 50,523 2.47 4.15 45,375 2.19 4.25

Derivative financial instruments (except options) 43 500 3,111 5,116 1,914 6,586 - - - 17,270 3.83 16,219 3.92

Total fair value 1,923 1,629 9,105 18,221 11,575 22,931 2,368 41 - 67,793 **4.07 61,594 ***,**4.16


Exposure to changes in interest rates in the segment (92) 485 2,386 6,010 3,014 (8,541) 463 376 177 4,278 3,920

Cumulative exposure in the segment (92) 393 2,779 8,789 11,803 3,262 3,725 4,101 4,278


** Average weighted by fair value of effective average duration. *** Restated.**** The data include assumptions regarding early repayment in respect of housing loans. The effect of these assumptions on

fair value is a reduction of the fair value by NIS 14 million, and a reduction of the average duration of the assets and of the difference in the average duration by 0.18 years.








December 31, 2010

On demand up to

1 month

From 1 to 3 months


From 1 to 3 years

From 3 to 5 years

From 5 to 10 years

From 10 to 20 years

Over 20 years

With no repayment

period

Total fair value

Internal rate

of return

Effective duration

Total fair value

Internal rate

of return

Effective duration


Foreign Currency***


Financial assets*,**** 46,113 10,189 9,183 5,656 2,865 3,395 572 104 975 79,052 4.13 0.87 61,823 3.94 1.05

Derivative financial instruments (except options) 64,455 73,609 61,912 14,717 15,154 13,539 1,876 775 - 246,037 1.11 228,904 1.15


Total Fair value 122,485 87,427 74,892 20,575 18,024 16,934 2,448 879 975 344,639 **1.00 307,796 **1.08


Financial liabilities* 44,362 18,835 18,209 3,537 716 722 1,866 775 83 89,105 1.85 0.91 83,963 1.88 1.58

Derivative financial instruments (except options) 67,231 69,389 55,480 15,441 16,053 16,105 664 109 - 240,472 1.04 208,631 1.01


Total fair value 123,763 90,626 76,145 19,180 16,774 16,827 2,530 884 83 346,812 **0.96 309,076 **1.12


Exposure to changes in interest rates in the segment (1,278) (3,199) (1,253) 1,395 1,250 107 (82) (5) 892 (2,173) (1,280)

Cumulative exposure in the segment (1,278) (4,477) (5,730) (4,335) (3,085) (2,978) (3,060) (3,065) (2,173)


** Average weighted by fair value of effective average duration. *** Including Israeli currency linked to foreign currency.**** The data include assumptions regarding early repayment in respect of housing loans. The effect of these assumptions is

negligible.









December 31, 2010

On demand up to

1 month

From 1 to 3 months


From 1 to 3 years

From 3 to 5 years

From 5 to 10 years

From 10 to 20 years

Over 20 years

With no repayment

period

Total fair value

Internal rate

of return

Effective duration

Total fair value

Internal rate

of return

Effective duration


Foreign Currency***


Financial assets*,**** 46,113 10,189 9,183 5,656 2,865 3,395 572 104 975 79,052 4.13 0.87 61,823 3.94 1.05



Total Fair value 122,485 87,427 74,892 20,575 18,024 16,934 2,448 879 975 344,639 **1.00 307,796 **1.08


Financial liabilities* 44,362 18,835 18,209 3,537 716 722 1,866 775 83 89,105 1.85 0.91 83,963 1.88 1.58

Derivative financial instruments (except options) 67,231 69,389 55,480 15,441 16,053 16,105 664 109 - 240,472 1.04 208,631 1.01


Total fair value 123,763 90,626 76,145 19,180 16,774 16,827 2,530 884 83 346,812 **0.96 309,076 **1.12


Exposure to changes in interest rates in the segment (1,278) (3,199) (1,253) 1,395 1,250 107 (82) (5) 892 (2,173) (1,280)

Cumulative exposure in the segment (1,278) (4,477) (5,730) (4,335) (3,085) (2,978) (3,060) (3,065) (2,173)


** Average weighted by fair value of effective average duration. *** Including Israeli currency linked to foreign currency.**** The data include assumptions regarding early repayment in respect of housing loans. The effect of these assumptions is

negligible.








December 31, 2010

On demand up to

1 month

From 1 to3 months


From 1 to 3 years

From 3 to 5 years

From 5 to 10 years

From 10 to 20 years

Over 20 years

With no repayment

period

Total fair value

Internal rate

of return

Effective duration

Total fair value

Internal rate

of return

Effective duration


Total exposure to changes in interest rates


Financial assets*,*** 200,253 20,138 38,462 34,692 19,467 17,525 4,574 521 5,201 340,833 4.49 1.03 312,979 4.67 1.05



Total Fair value 316,017 147,734 147,868 69,678 44,174 46,124 6,796 1,296 5,201 784,888 **1.06 681,002 **1.05


Financial liabilities* 188,381 29,944 35,508 25,091 13,431 21,059 4,457 816 117 318,804 3.01 1.13 288,045 2.96 1.38


Options (In terms of the underlying asset) 13,770 4,811 4,764 245 6 2 - - - 23,598 0.15 22,382 0.23

Total fair value 309,060 148,717 141,485 65,095 38,448 56,193 5,491 925 117 765,531 **1.11 659,899 **1.19


Exposure to changes in interest rates in the segment 6,957 (983) 6,383 4,583 5,726 (10,069) 1,305 371 5,084 19,357 21,103



** Average weighted by fair value of effective average duration. *** The data include assumptions regarding early repayment in respect of housing loans. In the unlinked and foreign-currency

segments: the effect of these assumptions is negligible. In the CPI-linked segment: the effect of these assumptions on fair value is a reduction of the fair value by NIS 14 million, and a reduction of the average duration of the assets and of the difference in the average duration by 0.18 years.









December 31, 2010

On demand up to

1 month

From 1 to3 months


From 1 to 3 years

From 3 to 5 years

From 5 to 10 years

From 10 to 20 years

Over 20 years

With no repayment

period

Total fair value

Internal rate

of return

Effective duration

Total fair value

Internal rate

of return

Effective duration


Total exposure to changes in interest rates


Financial assets*,*** 200,253 20,138 38,462 34,692 19,467 17,525 4,574 521 5,201 340,833 4.49 1.03 312,979 4.67 1.05



Total Fair value 316,017 147,734 147,868 69,678 44,174 46,124 6,796 1,296 5,201 784,888 **1.06 681,002 **1.05


Financial liabilities* 188,381 29,944 35,508 25,091 13,431 21,059 4,457 816 117 318,804 3.01 1.13 288,045 2.96 1.38


Options (In terms of the underlying asset) 13,770 4,811 4,764 245 6 2 - - - 23,598 0.15 22,382 0.23

Total fair value 309,060 148,717 141,485 65,095 38,448 56,193 5,491 925 117 765,531 **1.11 659,899 **1.19


Exposure to changes in interest rates in the segment 6,957 (983) 6,383 4,583 5,726 (10,069) 1,305 371 5,084 19,357 21,103



** Average weighted by fair value of effective average duration. *** The data include assumptions regarding early repayment in respect of housing loans. In the unlinked and foreign-currency

segments: the effect of these assumptions is negligible. In the CPI-linked segment: the effect of these assumptions on fair value is a reduction of the fair value by NIS 14 million, and a reduction of the average duration of the assets and of the difference in the average duration by 0.18 years.








(NIS millions)

1. In respect of borrowers activities in Israel

as at December 31, 2011

Credit risk to the public* Credit losses for the year ended December 31, 2011(4)

The risk of credit to the public includes:

Balance Sheet credit risk(1)

Off-Balance- Sheet credit

risk(2)

Total credit risk to the

public

Problematic credit risk(3)

Impaired credit to

the public

Provision (income) for credit

losses

Net accounting write-offs

Allowance for credit

losses

Agriculture 2,185 610 2,795 116 77 (12) (153) 23

Industry 20,311 21,207 41,518 2,630 1,482 (265) (108) 798

Construction and Real Estate(7) 41,583 32,681 74,264 4,628 2,709 1,165 (1,260) 1,178

Electricity and water 3,866 4,167 8,033 111 63 6 (48) 41

Commerce 18,492 8,561 27,053 1,220 712 136 (34) 356

Hotels, hospitality & food services 6,546 1,122 7,668 426 372 18 (168) 64

Transportation and storage 5,843 2,180 8,023 60 26 (11) (28) 16

Communications and computer services 7,180 4,272 11,452 380 166 (141) 97 53

Financial services 21,724 12,123 33,847 907 691 (20) (38) 135

Other business services 9,136 4,003 13,139 213 103 19 (19) 115

Public and community services 6,087 1,665 7,752 231 111 37 (120) 47

Private individuals - housing loans 44,781 2,012 46,793 984 - 45 (23) 356

Private individuals - other 41,741 36,059 77,800 1,176 924 240 (191) 899

Total 229,475 130,662 360,137 13,082 7,436 1,217 (2,093) 4,081

Credit risk included within the various economic sectors:

Settlement movements(5) 2,947 1,386 4,333 569 337 (12) - 92

Local authorities(6) 4,303 573 4,876 28 - 6 - 18

* Balance-sheet and off-balance-sheet credit risk, problematic credit risk, and impaired credit to the public are presented before the effect of the provision for credit losses, and before the effect of collateral permitted for deduction for the purpose of the indebtedness of a borrower and borrowers group.

(1) Credit to the public, investments in corporate bonds, other liabilities of the public and other assets in respect of derivative instruments transacted against the public amounted to NIS 223,980, 1,342, 687 and 3,466 million respectively.

(2) Credit risk in respect of off-balance-sheet financial instruments as calculated for the purpose of the limits on indebtedness of a borrower (Excluding unutilized credit-card credit facilities under the responsibility of other banks in the amount of approximately NIS 10,163 million), pursuant to the amended Proper Conduct of Banking Business Directive No. 313, which took effect on December 31, 2011.

(3) Includes balance-sheet and off-balance-sheet credit risk that is impaired, substandard, or under special supervision, including in respect of housing loans for which a provision based on the extent of arrears exists, and housing loans for which a provision based on the extent of arrears does not exist, which are in arrears of 90 days or more.

(4) Including in respect of off-balance-sheet credit instruments (presented in the balance-sheet under the item "other liabilities").(5) Kibbutzim and Moshavim, regional and national organizations and corporations controlled by settlement movements.(6) Including corporations under their control.(7) Including balance-sheet credit risk in the amount of NIS 433 million, and off-balance-sheet credit risk in the amount of

NIS 2,169 million that extended to certain purchasing groups, which are currently in the process of construction.

Total Credit Risk to the Public by Economic Sectors - ConsolidatedAppendix 5


(NIS millions)

1. In respect of borrowers activities in Israel (continued)




risk(2)

Total credit risk to

the public

Annual specific provision

(income) for doubtful debts

Problematic debt

balances(3)

Agriculture 1,903 641 2,544 (6) 157

Industry 17,899 23,073 40,972 231 2,231

Construction and Real Estate(6) 39,284 28,460 67,744 320 5,074

Electricity and water 2,875 1,738 4,613 - 64

Commerce 15,885 8,018 23,903 109 683

Hotels, hospitality & food services 5,493 1,373 6,866 (10) 498

Transportation and storage 5,837 2,164 8,001 (39) 258

Communications and computer services 6,173 4,159 10,332 (9) 537

Financial services 18,331 14,093 32,424 46 1,979

Other business services 8,763 3,924 12,687 46 144

Public and community services 6,707 1,767 8,474 6 164

Private individuals - housing loans 39,860 4,684 44,544 - 733

Private individuals - other 39,158 33,598 72,756 355 914

Total 208,168 127,692 335,860 1,049 13,436


Settlement movements(4) 3,189 1,270 4,459 (23) 666

Local authorities(5) 4,260 248 4,508 - 37

(1) Credit to the public, investments in corporate bonds, securities which were borrowed or bought under agreements to resell from the public, and other assets in respect of derivative instruments against the public amounted to NIS 204,144, 1,768, 0 and 2,256 million respectively.

(2) Credit risk in respect of off-balance-sheet financial instruments as calculated for the purpose of the limits on indebtedness of a borrower (Excluding unutilized credit-card credit facilities under the responsibility of other banks in the amount of approximately NIS 9,744 million), pursuant to Proper Conduct of Banking Business Directive No. 313 (old version).

(3) Problematic debt balance, net of credit covered with collateral, which is permitted as a deduction for purposes of the limits on the indebtedness of individual and borrowers' group, including off-balance-sheet risk components.

(4) Kibbutzim and Moshavim, regional and national organizations and corporations controlled by settlement movements.(5) Including corporations under their control.(6) Including balance-sheet credit risk in the amount of NIS 363 million, and off-balance-sheet credit risk in the amount of


Credit risk and problematic debt balances are presented net of specific provision for doubtful debts.

Total Credit Risk to the Public by Economic Sectors - ConsolidatedAppendix 5 (continued)


(NIS millions)

2. In respect of borrowers activities abroad




Balance Sheet

credit risk(1)


risk(2)

Total credit risk

to the public


Impaired credit to

the public


losses



losses

Agriculture 54 15 69 - - - - -

Industry 3,796 2,037 5,833 278 228 (8) - 75

Construction and Real Estate 7,764 1,602 9,366 528 497 (23) - 253

Electricity and water 685 856 1,541 - - 3 - 4

Commerce 873 702 1,575 12 8 (10) - 8

Hotels, hospitality & food services 2,068 245 2,313 227 65 4 - 51

Transportation and storage 380 156 536 32 - - - 3

Communications and computer services 402 523 925 - - (5) - 3

Financial services 8,661 6,591 15,252 405 219 13 - 96

Other business services 583 583 1,166 - - (1) - 4

Public and community services 963 233 1,196 116 91 9 - 31

Private individuals - housing loans 614 30 644 13 - - - 9

Private individuals - other 2,593 1,628 4,221 67 65 4 (3) 38

Total 29,436 15,201 44,637 1,678 1,173 (14) (3) 575



(2) Credit risk in respect of off-balance-sheet financial instruments as calculated for the purpose of the limits on indebtedness of a borrower, pursuant to the amended Proper Conduct of Banking Business Directive No. 313, which took effect on December 31, 2011.


(4) Including in respect of off-balance-sheet credit instruments (presented in the balance-sheet under the item "other liabilities").



(NIS millions)

2. In respect of borrowers activities abroad (continued)




risk(2)


the public



Problematic debt

balances(3)

Agriculture 14 26 40 - -

Industry 2,134 2,843 4,977 25 304

Construction and Real Estate 6,234 1,333 7,567 27 633

Electricity and water 633 1,220 1,853 7 -

Commerce 710 809 1,519 7 24

Hotels, hospitality & food services 1,893 136 2,029 1 72

Transportation and storage 631 313 944 - 30

Communications and computer services 156 569 725 - -

Financial services *8,327 8,180 *16,507 (21) 243

Other business services 712 218 930 - 1

Public and community services 857 298 1,155 8 108

Private individuals - housing loans 517 56 573 1 10

Private individuals - other *2,481 2,197 *4,678 (2) 34

Total 25,299 18,198 43,497 53 1,459

* Reclassified.(1) Credit to the public, investments in corporate bonds, securities which were borrowed or bought under agreements to resell

from the public, and other assets deriving from derivative instruments against the public amounted to NIS 22,176, 2,412, 0 and 711 million respectively.

(2) Credit risk in respect of off-balance-sheet financial instruments as calculated for the purpose of the limits on indebtedness of a borrower, pursuant to Proper Conduct of Banking Business Directive No. 313 (old version).

(3) Problematic debt balance, net of credit covered with collateral, which is permitted as a deduction for purposes of the limits on the indebtedness of individual and borrowers' group, including off-balance-sheet risk components.




(NIS millions)

3. Total in respect of borrowers activities in Israel and abroad




Balance Sheet

credit risk(1)


risk(2)

Total credit risk

to the public


Impaired credit to

the public


losses



losses

Agriculture 2,239 625 2,864 116 77 (12) (153) 23

Industry 24,107 23,244 47,351 2,908 1,710 (273) (108) 873

Construction and Real Estate(7) 49,347 34,283 83,630 5,156 3,206 1,142 (1,260) 1,431

Electricity and water 4,551 5,023 9,574 111 63 9 (48) 45

Commerce 19,365 9,263 28,628 1,232 720 126 (34) 364

Hotels, hospitality & food services 8,614 1,367 9,981 653 437 22 (168) 115

Transportation and storage 6,223 2,336 8,559 92 26 (11) (28) 19

Communications and computer services 7,582 4,795 12,377 380 166 (146) 97 56

Financial services 30,385 18,714 49,099 1,312 910 (7) (38) 231

Other business services 9,719 4,586 14,305 213 103 18 (19) 119

Public and community services 7,050 1,898 8,948 347 202 46 (120) 78

Private individuals - housing loans 45,395 2,042 47,437 997 - 45 (23) 365

Private individuals - other 44,334 37,687 82,021 1,243 989 244 (194) 937

Total 258,911 145,863 404,774 14,760 8,609 1,203 (2,096) 4,656


Settlement movements(5) 2,947 1,386 4,333 569 337 (12) - 92

Local authorities(6) 4,303 573 4,876 28 - 6 - 18



(2) Credit risk in respect of off-balance-sheet financial instruments as calculated for the purpose of the limits on indebtedness of a borrower (Excluding unutilized credit-card credit facilities under the responsibility of other banks in the amount of approximately NIS 10,163 million), pursuant to the amended Proper Conduct of Banking Business Directive No. 313, which took effect on December 31, 2011.


(4) Including in respect of off-balance-sheet credit instruments (presented in the balance-sheet under the item "other liabilities").(5) Kibbutzim and Moshavim, regional and national organizations and corporations controlled by settlement movements.(6) Including corporations under their control.(7) Including balance-sheet credit risk in the amount of NIS 433 million, and off-balance-sheet credit risk in the amount of




(NIS millions)

3. Total in respect of borrowers activities in Israel and abroad (continued)


Balance Sheet credit

risk(1)


risk(2)


the public



Problematic debt

balances(3)

Agriculture 1,917 667 2,584 (6) 157

Industry 20,033 25,916 45,949 256 2,535

Construction and Real Estate(6) 45,518 29,793 75,311 347 5,707

Electricity and water 3,508 2,958 6,466 7 64

Commerce 16,595 8,827 25,422 116 707

Hotels, hospitality & food services 7,386 1,509 8,895 (9) 570

Transportation and storage 6,468 2,477 8,945 (39) 288

Communications and computer services 6,329 4,728 11,057 (9) 537

Financial services *26,658 22,273 *48,931 25 2,222

Other business services 9,475 4,142 13,617 46 145

Public and community services 7,564 2,065 9,629 14 272

Private individuals - housing loans 40,377 4,740 45,117 1 743

Private individuals - other *41,639 35,795 *77,434 353 948

Total 233,467 145,890 379,357 1,102 14,895


Settlement movements(4) 3,189 1,270 4,459 (23) 666

Local authorities(5) 4,260 248 4,508 - 37

* Reclassified.(1) Credit to the public, investments in corporate bonds, securities which were borrowed or bought under agreements to resell

from the public and other assets in respect of derivative instruments transacted against the public amounted to NIS 226,320, 4,180, 0 and 2,967 million respectively.

(2) Credit risk in respect of off-balance-sheet financial instruments as calculated for the purpose of the limits on indebtedness of a borrower (Excluding unutilized credit-card credit facilities under the responsibility of other banks in the amount of approximately NIS 9,744 million), pursuant to Proper Conduct of Banking Business Directive No. 313 (old version).

(3) Problematic debt balances net of credit covered with collateral, is permitted as a deduction for purposes of the limits on indebtedness of individual and borrowers` group, Including off-balance-sheet risk components.

(4) Kibbutzim and Moshavim, regional and national organizations and corporations controlled by settlement movements.(5) Including corporations under their control.(6) Including balance-sheet credit risk in the amount of NIS 363 million, and off-balance-sheet credit risk in the amount of





Exposure to Foreign Countries - Consolidated(1)

Appendix 6

Part A – Information regarding total exposures to foreign countries and exposures to countries where total exposure to each country is greater than 1% of total consolidated assets or greater than 20% of capital, whichever is lower:

as at December 31, 2011 as at December 31, 2011

Balance Sheet exposure(4) Balance Sheet exposure(4) Off-Balance-Sheet Exposure(2)(4)

Cross-Border Balance Sheet exposure

Balance Sheet exposure of the Bank's overseas offices to local residents

Cross-Border Balance Sheet Exposure

Country

To Governments(3)

To Banks To Others Balance Sheet exposure

,before deduction for local liabilities

Deduction for local liabilities

Balance Sheet exposure, net of

local liabilities

Total Balance Sheet exposure

Problematic Balance Sheet

commercial credit risk(4)

Impaired debts(4)

Total off-Balance-

Sheet exposure

Of which: Problematic

off-Balance-Sheet commercial credit

risk(4)

Maturity up to one year

Maturity over one year

A. United States 2 1,451 2,218 21,275 7,575 13,700 17,371 424 231 7,103 90 1,346 2,325

B. Switzerland - 597 445 4,619 - 4,619 5,661 - - 548 - 795 247

C. England - 2,438 2,885 1,503 395 1,108 6,431 70 47 3,634 - 3,324 1,999

D. Turkey - 82 44 3,322 310 3,012 3,138 120 120 1,049 - 67 59

E. Germany 139 1,185 602 - - - 1,926 8 8 995 - 1,006 920

F. France - 1,698 502 - - - 2,200 - 1 1,282 - 1,088 1,112

G. Ireland - 13 97 - - - 110 3 - 195 - 104 6

H. Spain 12 79 33 - - - 124 - - 129 - 43 81

I. Portugal - - 1 - - - 1 - - - - - 1

J. Greece - - 1 - - - 1 - - 1 - 1 -

K. Italy - 3 46 - - - 49 5 - 32 1 11 38

L. Others 613 1,644 6,222 449 10 439 8,918 159 43 2,842 - 5,158 3,321

Total exposure to foreign countries 766 9,190 13,096 31,168 8,290 22,878 45,930 789 450 17,810 91 12,943 10,109

Total exposure to LDC 70 302 660 3,771 320 3,451 4,483 155 154 2,164 - 363 669

The line "total LDCs" includes the total exposure to countries defined as Less Developed Countries (LDCs) in Proper Conduct of Banking Business Directive No. 315, "Supplementary Provisions for Doubtful Debts". This amount includes data for Turkey, as detailed in the table above. The balance-sheet exposure to a foreign country includes cross-border balance-sheet exposure and balance-sheet exposure of the offices of the banking corporation in the foreign country to local residents. Cross-border balance-sheet exposure includes balance-sheet exposure of the offices of the banking corporation in Israel to residents of the foreign country, and balance-sheet exposure of the overseas offices of the banking corporation to non-residents of the country in which the office is located. Balance-sheet exposure of the banking corporation’s offices in a foreign country to local residents includes balance-sheet exposure of the offices of the banking corporation in that foreign country to the residents of the country, less liabilities of those offices (the deduction is performed up to the level of the exposure).

(1) Based on the final risk, taking into account guarantees, liquid collateral and credit derivatives.(2) Credit risk in off-balance-sheet financial instruments, as calculated for the purpose of the limits on indebtedness of a borrower,

pursuant to the amended Proper Conduct of Banking Business Directive No. 313, which took effect on December 31, 2011.(3) Governments, Official institutions and Central Banks.(4) Balance-sheet and off-balance-sheet credit risk, problematic commercial credit risk, and impaired debts are presented before

the effect of the provision for credit losses, and before the effect of collateral permitted for deduction for the purpose of the indebtedness of a borrower and borrowers group.


Part A – Information regarding total exposures to foreign countries and exposures to countries where total exposure to each country is greater than 1% of total consolidated assets or greater than 20% of capital, whichever is lower:


Balance Sheet exposure(4) Balance Sheet exposure(4) Off-Balance-Sheet Exposure(2)(4)



Cross-Border Balance Sheet Exposure

Country

To Governments(3)

To Banks To Others Balance Sheet exposure

,before deduction for local liabilities



local liabilities


Problematic Balance Sheet

commercial credit risk(4)

Impaired debts(4)

Total off-Balance-

Sheet exposure

Of which: Problematic

off-Balance-Sheet commercial credit

risk(4)



A. United States 2 1,451 2,218 21,275 7,575 13,700 17,371 424 231 7,103 90 1,346 2,325

B. Switzerland - 597 445 4,619 - 4,619 5,661 - - 548 - 795 247

C. England - 2,438 2,885 1,503 395 1,108 6,431 70 47 3,634 - 3,324 1,999

D. Turkey - 82 44 3,322 310 3,012 3,138 120 120 1,049 - 67 59

E. Germany 139 1,185 602 - - - 1,926 8 8 995 - 1,006 920

F. France - 1,698 502 - - - 2,200 - 1 1,282 - 1,088 1,112

G. Ireland - 13 97 - - - 110 3 - 195 - 104 6

H. Spain 12 79 33 - - - 124 - - 129 - 43 81

I. Portugal - - 1 - - - 1 - - - - - 1

J. Greece - - 1 - - - 1 - - 1 - 1 -

K. Italy - 3 46 - - - 49 5 - 32 1 11 38

L. Others 613 1,644 6,222 449 10 439 8,918 159 43 2,842 - 5,158 3,321

Total exposure to foreign countries 766 9,190 13,096 31,168 8,290 22,878 45,930 789 450 17,810 91 12,943 10,109

Total exposure to LDC 70 302 660 3,771 320 3,451 4,483 155 154 2,164 - 363 669


(1) Based on the final risk, taking into account guarantees, liquid collateral and credit derivatives.(2) Credit risk in off-balance-sheet financial instruments, as calculated for the purpose of the limits on indebtedness of a borrower,

pursuant to the amended Proper Conduct of Banking Business Directive No. 313, which took effect on December 31, 2011.(3) Governments, Official institutions and Central Banks.(4) Balance-sheet and off-balance-sheet credit risk, problematic commercial credit risk, and impaired debts are presented before

the effect of the provision for credit losses, and before the effect of collateral permitted for deduction for the purpose of the indebtedness of a borrower and borrowers group.

(NIS millions)


Part A – Information regarding total exposures to foreign countries and exposures to countries where total exposure to each country is greater than 1% of total consolidated assets or greater than 20% of capital, whichever is lower (continued):


Balance Sheet Exposure(4) Balance Sheet Exposure(4) Off-Balance-Sheet exposure(2)(4)




Country

To Governments(3)

To Banks To Others Balance Sheet exposure, before

deduction for local liabilities



local liabilities


Problematic debt balance(4)

Total off-Balance-Sheet

exposure

Of which: off- Balance-Sheet

problematic credit risk(4)



A. United States 1 1,441 1,729 11,120 9,529 1,591 4,762 413 11,483 99 1,097 2,074

B. Switzerland - 552 329 3,598 - 3,598 4,479 - 3,746 - 718 163

C. England - 1,638 1,738 1,231 304 927 4,303 32 8,565 4 1,637 1,739

D. Turkey - 51 38 3,199 531 2,668 2,757 68 1,197 - 31 58

E. Germany 178 1,173 838 - - - 2,189 9 3,432 - 1,228 961

F. France 62 1,073 493 - - - 1,628 1 4,377 - 859 769

G. Ireland 2 16 197 - - - 215 - 178 - 197 18

H. Spain 25 129 32 - - - 186 - 115 - 86 100

I. Portugal - - - - - - - - - - - -

J. Greece 1 - 1 - - - 2 - 1 - 2 -

K. Italy* 29 62 45 - - - 136 - 23 - 90 46

L. Others* 1,123 1,760 5,079 327 146 181 8,143 1 2,411 - 4,318 3,644

Total exposure to foreign countries 1,421 7,895 10,519 19,475 10,510 8,965 28,800 524 35,528 103 10,263 9,572

Total exposure to LDC 16 208 447 3,505 676 2,829 3,500 69 1,865 - 252 419


* Reclassified; data on exposure to Italy, previously included in other countries, are presented separately. (1) Based on the final risk, taking into account guarantees, liquid collateral and credit derivatives.(2) Credit risk in off-balance-sheet financial instruments, as calculated for the purpose of the limits on indebtedness of a borrower, pursuant to Proper Conduct of Banking Business Directive No. 313 (old version).(3) Governments, Official institutions and Central Banks.(4) Balance of problematic debts, net of debts covered by collateral deductible for the purposes of limits on the indebtedness of a borrower and borrowers group. Excluding off-balance-sheet risk assets.

Part B – Information regarding countries where total exposure to each country is between 0.75% and 1% of total consolidated assets, or between 15% and 20% of capital, whichever is lower.

Name of Country:

Canada

The aggregate balance-sheet exposures to foreign countries on consolidated basis detailed in this section total NIS 2,556 million as at December 31, 2011 (December 31, 2010: NIS 2,235 million).

Note: Data for December 2011 include countries that do not exceed the required exposure amount, because these countries were included in the data for December 2010.


Appendix 6 (continued)


(NIS millions)

Part A – Information regarding total exposures to foreign countries and exposures to countries where total exposure to each country is greater than 1% of total consolidated assets or greater than 20% of capital, whichever is lower (continued):


Balance Sheet Exposure(4) Balance Sheet Exposure(4) Off-Balance-Sheet exposure(2)(4)




Country

To Governments(3)

To Banks To Others Balance Sheet exposure, before

deduction for local liabilities



local liabilities


Problematic debt balance(4)

Total off-Balance-Sheet

exposure

Of which: off- Balance-Sheet

problematic credit risk(4)



A. United States 1 1,441 1,729 11,120 9,529 1,591 4,762 413 11,483 99 1,097 2,074

B. Switzerland - 552 329 3,598 - 3,598 4,479 - 3,746 - 718 163

C. England - 1,638 1,738 1,231 304 927 4,303 32 8,565 4 1,637 1,739

D. Turkey - 51 38 3,199 531 2,668 2,757 68 1,197 - 31 58

E. Germany 178 1,173 838 - - - 2,189 9 3,432 - 1,228 961

F. France 62 1,073 493 - - - 1,628 1 4,377 - 859 769

G. Ireland 2 16 197 - - - 215 - 178 - 197 18

H. Spain 25 129 32 - - - 186 - 115 - 86 100

I. Portugal - - - - - - - - - - - -

J. Greece 1 - 1 - - - 2 - 1 - 2 -

K. Italy* 29 62 45 - - - 136 - 23 - 90 46

L. Others* 1,123 1,760 5,079 327 146 181 8,143 1 2,411 - 4,318 3,644

Total exposure to foreign countries 1,421 7,895 10,519 19,475 10,510 8,965 28,800 524 35,528 103 10,263 9,572

Total exposure to LDC 16 208 447 3,505 676 2,829 3,500 69 1,865 - 252 419


* Reclassified; data on exposure to Italy, previously included in other countries, are presented separately. (1) Based on the final risk, taking into account guarantees, liquid collateral and credit derivatives.(2) Credit risk in off-balance-sheet financial instruments, as calculated for the purpose of the limits on indebtedness of a borrower, pursuant to Proper Conduct of Banking Business Directive No. 313 (old version).(3) Governments, Official institutions and Central Banks.(4) Balance of problematic debts, net of debts covered by collateral deductible for the purposes of limits on the indebtedness of a borrower and borrowers group. Excluding off-balance-sheet risk assets.

Part B – Information regarding countries where total exposure to each country is between 0.75% and 1% of total consolidated assets, or between 15% and 20% of capital, whichever is lower.

Name of Country:

Canada

The aggregate balance-sheet exposures to foreign countries on consolidated basis detailed in this section total NIS 2,556 million as at December 31, 2011 (December 31, 2010: NIS 2,235 million).

Note: Data for December 2011 include countries that do not exceed the required exposure amount, because these countries were included in the data for December 2010.


(NIS millions)

Part C – Information regarding Balance Sheet exposure to foreign countries with liquidity problems.Change in amount of Balance Sheet exposure to foreign countries with liquidity problems, which are detailed in Section A above.

For 2011

Greece Ireland Portugal Italy Spain Total

Total exposure at beginning of the period 2 215 - 136 186 539

Net changes in amount of short-term exposure (1) (110) - (80) (58) (249)

Changes in other exposures:

Additional exposures - 5 1 7 13 26

Accrued interest income - - - 2 1 3

Amounts collected - - - (16) (18) (34)

Total exposure at end of the period 1 110 1 49 124 285

For 2010

Greece Ireland Portugal Italy Spain Total

Total exposure at beginning of the period 1 331 5 537 618 1,492

Changes in other exposures:

Additional exposures - 8 - - 15 23

Amounts collected - (124) (5) (390) (447) (966)

Other changes (including provisions and write-offs) 1 - - (11) - (10)

Total exposure at end of the period 2 215 - 136 186 539

(1) Based on the final risk, taking into account guarantees, liquid collateral and credit derivatives.


Appendix 6 (continued)


(NIS millions)

For the year 2011

Quarter 4 Quarter 3 Quarter 2 Quarter 1

Assets

Cash on hand and deposits with banks 55,790 49,964 46,859 46,230

Securities 34,411 27,789 27,701 28,932

Securities which were borrowed or bought under agreements to resell - 10 7 67

Credit to the public 250,592 248,625 238,280 234,628

Allowance for credit losses (4,097) (4,048) (4,211) (4,793)

Credit to the public, net 246,495 244,577 234,069 229,835

Credit to governments 616 524 323 311

Investments in equity basis investees 125 129 130 129

Buildings and equipment 3,720 3,622 3,661 3,713

Intangible assets and goodwill 44 48 51 62

Assets in respect of derivative instruments 10,799 11,294 6,992 6,373

Other assets 4,688 4,036 4,015 *4,030

Total assets 356,688 341,993 323,808 *319,682


Deposits from the public 256,417 242,931 233,237 231,769

Deposits from banks 7,001 7,007 5,676 5,633

Deposits from the Government 1,085 1,133 1,139 1,227

Securities which were lent or sold under agreements to repurchase 1,305 1,332 927 428

Debentures and subordinated notes 32,933 32,050 29,962 28,295

Liabilities in respect of derivative instruments 13,421 13,829 9,929 9,431

Other liabilities 20,399 20,350 19,897 *20,138

Total liabilities 332,561 318,632 300,767 *296,921

Shareholders` equity 23,845 23,076 22,732 *22,434

Noncontrolling interests 282 285 309 327

Total equity 24,127 23,361 23,041 *22,761

Total liabilities and equity 356,688 341,993 323,808 *319,682

* Restated following the retroactive implementation of the directives of the Supervisor of Banks regarding financial reporting on employee benefits. For further details, see Note 1(E)(18) in the Financial Statements.

Quarterly consolidated Balance Sheet for the years 2010-2011 - Multi-Quarterly DataAppendix 7


(NIS millions)

For the year 2010

Quarter 4 Quarter 3 Quarter 2 Quarter 1

Assets


Securities 31,604 28,935 26,680 26,516

Securities which were borrowed or bought under agreements to resell 16 10 - 16

Credit to the public **,*236,671 **,*232,377 **,*229,265 **,*224,567

Allowance for credit losses **,*(11,383) **,*(11,712) **,*(11,516) **,*(11,364)

Credit to the public, net 225,288 220,665 217,749 213,203

Credit to governments 339 296 234 105

Investments in equity basis investees 132 125 123 118

Buildings and equipment 3,803 3,669 3,731 3,777

Intangible assets and goodwill **65 **98 **105 **197

Assets in respect of derivative instruments **6,472 **8,598 **8,543 **5,465

Other assets ***,**3,039 ***,**3,194 ***,**3,588 ***,**3,395

Total assets ***321,089 ***302,826 ***307,519 ***300,041



Deposits from banks 4,834 4,885 7,379 5,654

Deposits from the Government 1,335 1,423 1,435 1,549

Securities which were lent or sold under agreements to repurchase 386 820 471 418

Debentures and subordinated notes 27,608 25,920 22,555 21,395

Liabilities in respect of derivative instruments **10,249 **12,074 **11,034 **7,991

Other liabilities ***,**19,814 ***,**18,016 ***,**17,910 ***,**18,769

Total liabilities ***298,191 ***280,692 ***286,021 ***278,992

Shareholders` equity ***22,561 ***21,779 ***21,161 ***20,705

Noncontrolling interests 337 355 337 344

Total equity ***22,898 ***22,134 ***21,498 ***21,049

Total liabilities and equity ***321,089 ***302,826 ***307,519 ***300,041

* On January 1, 2011, the Bank adopted the directive of the Supervisor of Banks, "Measurement and Disclosure of Impaired Debts, Credit Risk, and Provision for Credit Losses," for the first time. Comparison figures for previous years were not restated; therefore, data for the year 2011 are not comparable with data marked with an asterisk (*) in 2010. For further explanations of the effect of the initial adoption of this directive, see Note 1(E)(4) in the Financial Statements.

** The data were reclassified to match the item headings and presentation method in 2011, following the initial implementation of certain accounting standards. See Note 1(C)(4) in the Financial Statements.

*** Restated following the retroactive implementation of the directives of the Supervisor of Banks regarding financial reporting on employee benefits. For further details, see Note 1(E)(18) in the Financial Statements.

Quarterly consolidated Balance Sheet for the years 2010-2011 - Multi-Quarterly DataAppendix 7 (continued)


(NIS millions)

For the year 2011 For the year 2010

Quarter 4 Quarter 3 Quarter 2 Quarter 1 Quarter 4 Quarter 3 Quarter 2 Quarter 1

Profit from financing activities before provision for credit losses 2,087 1,750 2,142 2,252 2,133 2,053 1,837 1,752

Provision for credit losses 363 498 327 14 100 290 341 299

Profit from financing activities after provision for credit losses 1,724 1,252 1,815 2,238 2,033 1,763 1,496 1,453

Operating and other income

Operating commissions 1,145 1,175 1,152 1,224 1,244 1,159 1,246 1,162

Profits (losses) from investments in shares, net (26) 9 50 22 40 6 16 15

Other income 27 23 22 29 **31 **21 72 40

Total operating and other income 1,146 1,207 1,224 1,275 **1,315 **1,186 1,334 1,217


Salaries and related expenses 1,227 1,110 1,147 **1,275 **1,303 1,172 **1,070 **1,086

Maintenance and depreciation of buildings and equipment 388 392 386 369 401 383 365 369

Depreciation and impairment of intangible assets and goodwill 4 3 11 3 *34 *7 *91 *9

Other expenses 578 528 469 475 *572 *502 *480 *447

Total operating and other expenses 2,197 2,033 2,013 **2,122 **2,310 2,064 **2,006 **1,911

Operating profit before taxes 673 426 1,026 **1,391 **1,038 **885 **824 **759

Provision for taxes (tax benefit) on operating profit 2 (29) 333 **503 **368 **355 **324 **295

Operating profit after taxes 671 455 693 **888 670 **530 **500 **464

Share in net, after-tax operating profits (losses) of equity basis investees (5) (2) 1 1 7 2 (8) 2


Before attribution to noncontrolling interests 666 453 694 **889 677 **532 **492 **466

Loss (profit) attributed to noncontrolling interests 4 17 17 1 24 (16) 4 6

Attributed to shareholders of the Bank 670 470 711 **890 701 **516 **496 **472

Profit from extraordinary transactions, after taxes, before attribution to noncontrolling interests 2 1 1 1 12 2 1 1

Net profit:

Before attribution to noncontrolling interests 668 454 695 **890 689 **534 **493 **467

Loss (profit) attributed to noncontrolling interests 4 17 17 1 24 (16) 4 6

Attributed to shareholders of the Bank 672 471 712 **891 713 **518 **497 **473

Profit per ordinary share in NIS:

Basic profit:

Net operating profit attributed to shareholders of the Bank 0.51 0.36 0.54 **0.67 0.53 **0.39 **0.38 **0.36

Profit from extraordinary transactions, after taxes, attributed to shareholders of the Bank - - - - 0.01 - - -

Total 0.51 0.36 0.54 **0.67 0.54 **0.39 **0.38 **0.36

Diluted profit:

Net operating profit attributed to shareholders of the Bank 0.50 0.35 0.53 0.67 0.53 **0.39 **0.37 **0.36

Profit from extraordinary transactions, after taxes, attributed to shareholders of the Bank - - - - 0.01 - - -

Total 0.50 0.35 0.53 0.67 0.54 **0.39 **0.37 **0.36

* The data were reclassified to match the item headings and presentation method of 2011.** Restated following the retroactive implementation of the directives of the Supervisor of Banks regarding financial reporting on employee benefits. For further

details, see Note 1(E)(18) in the Financial Statements.

Quarterly consolidated Statement of Profit and Loss for the years 2010-2011 - Multi-Quarterly DataAppendix 8


CEO Certification

I, Zion Kenan, declare that:

1. I have reviewed the annual report of Bank Hapoalim B.M. (hereinafter: the "Bank") for the year 2011 (hereinafter:

the "Report").

2. Based on my knowledge, the Report contains no incorrect presentation of a material fact, and there is no

presentation of a material fact missing from the Report that is necessary so that the presentations included therein,

in light of the circumstances under which such presentations were included, are not misleading with regard to

the period covered by the Report.

3. Based on my knowledge, the financial statements and other financial information included in the Report fairly

reflect the financial condition, results of operations, changes in equity, and cash flows of the Bank, in all material

aspects, for the dates and periods presented in the Report.

4. I, and others at the Bank making this declaration, are responsible for the establishment and application of controls

and procedures with regard to the Bank's disclosure and internal control of financial reporting (as defined in the

Public Reporting Directives concerning the "Board of Directors' Report"); furthermore:

(A) We have established such controls and procedures, or caused such controls and procedures to be established

under our supervision, aimed at ensuring that material information pertaining to the Bank, including its

consolidated corporations, is brought to our knowledge by others at the Bank and at such corporations,

in particular during the preparation of the Report;

(B) We have established such internal control of financial reporting, or caused such internal control of financial

reporting to be established under our supervision, intended to provide a reasonable degree of confidence

with regard to the reliability of the financial reporting, and that the financial reports for external purposes

are prepared in accordance with generally accepted accounting principles and with the directives and

guidelines of the Supervisor of Banks;

(C) We have assessed the effectiveness of the controls and procedures concerning disclosure at the Bank, and

we have presented our findings with regard to the effectiveness of the controls and procedures concerning

disclosure in the Report, as at the end of the period covered in the Report, based on our assessment; and

(D) We have disclosed in the Report any change in the internal control of financial reporting at the Bank that

occurred during the fourth quarter, and that had a material effect, or could reasonably be expected to have

a material effect, on the internal control of financial reporting at the Bank; and

5. I, and others at the Bank making this declaration, have disclosed to the auditors, to the Board of Directors, and

to the Audit Committee of the Board of Directors of the Bank, based on our most current assessment of the

internal control of financial reporting:

(A) Any significant deficiencies and material weaknesses in the establishment or application of internal control of

financial reporting that can reasonably be expected to impair the Bank’s ability to record, process, summarize,

or report financial information; and

(B) Any fraud, whether material or immaterial, in which the Board of Management was involved, or in which

other employees were involved who have a significant role in the internal control of financial reporting at

the Bank.

The aforesaid shall not detract from my responsibility, or from the responsibility of any other person, under any law.

Zion Kenan

President & Chief Executive Officer

Tel Aviv, March 28, 2012


Chief Accountant Certification

I, Ofer Levy, declare that:

1. I have reviewed the annual report of Bank Hapoalim B.M. (hereinafter: the "Bank") for the year 2011 (hereinafter:

the "Report").

2. Based on my knowledge, the Report contains no incorrect presentation of a material fact, and there is no

presentation of a material fact missing from the Report that is necessary so that the presentations included therein,

in light of the circumstances under which such presentations were included, are not misleading with regard to

the period covered by the Report.

3. Based on my knowledge, the financial statements and other financial information included in the Report correctly

reflect the financial condition, results of operations, changes in equity, and cash flows of the Bank, in all material

aspects, for the dates and periods presented in the Report.

4. I, and others at the Bank making this declaration, are responsible for the establishment and application of controls

and procedures with regard to the Bank's disclosure and internal control of financial reporting (as defined in the

Public Reporting Directives concerning the "Board of Directors' Report"); furthermore:

(A) We have established such controls and procedures, or caused such controls and procedures to be established

under our supervision, aimed at ensuring that material information pertaining to the Bank, including its

consolidated corporations, is brought to our knowledge by others at the Bank and at such corporations,

in particular during the preparation of the Report;

(B) We have established such internal control of financial reporting, or caused such internal control of financial

reporting to be established under our supervision, intended to provide a reasonable degree of confidence

with regard to the reliability of the financial reporting, and that the financial reports for external purposes

are prepared in accordance with generally accepted accounting principles and with the directives and

guidelines of the Supervisor of Banks;

(C) We have assessed the effectiveness of the controls and procedures concerning disclosure at the Bank, and

we have presented our findings with regard to the effectiveness of the controls and procedures concerning

disclosure, as at the end of the period covered in the Report, based on our assessment; and

(D) We have disclosed in the Report any change in the internal control of financial reporting at the Bank that

occurred during the fourth quarter, and that had a material effect, or could reasonably be expected to have

a material effect, on the internal control of financial reporting at the Bank; and

5. I, and others at the Bank making this declaration, have disclosed to the auditors, to the Board of Directors, and

to the Audit Committee of the Board of Directors of the Bank, based on our most current assessment of the

internal control of financial reporting:

(A) Any significant deficiencies or material weaknesses in the establishment or application of internal control of

financial reporting that can reasonably be expected to impair the Bank’s ability to record, process, summarize,

or report financial information; and

(B) Any fraud, whether material or immaterial, in which the Board of Management was involved, or in which

other employees were involved who have a significant role in the internal control of financial reporting at

the Bank.

The aforesaid shall not detract from my responsibility, or from the responsibility of any other person, under any law.

Ofer Levy

Senior Deputy Managing Director

Chief Accountant



Report of the Board of Directors and the Board of Management on the Internal Control of Financial Reporting

The Board of Directors and the Board of Management of Bank Hapoalim B.M. (hereinafter: the "Bank") are responsible

for the establishment and application of adequate internal control of financial reporting (as defined in the Public

Reporting Directives concerning the "Board of Directors' Report"). The system of internal control at the Bank was

designed to provide a reasonable degree of confidence to the Board of Directors and the Board of Management of

the Bank with regard to the adequate preparation and presentation of financial reports published in accordance with

generally accepted accounting principles and the directives and guidelines of the Supervisor of Banks. Regardless of

the quality of planning of the internal control systems, any such system has inherent limitations. Thus, even if these

systems are found to be effective, such systems can provide only a reasonable degree of confidence with regard to

the preparation and presentation of the financial reports.

The Board of Management, under the supervision of the Board of Directors, maintains a comprehensive system

of controls aimed at ensuring that transactions are executed in accordance with the Board of Management's

authorizations, that assets are protected, and that accounting records are reliable. In addition, the Board of Management,

under the supervision of the Board of Directors, applies measures to ensure that information and communication

channels are effective and monitor performance, including the performance of internal control procedures.

The Board of Management of the Bank, under the supervision of the Board of Directors, assessed the effectiveness

of the Bank's internal control of financial reporting as at December 31, 2011, based on the criteria established in the

internal control model of the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. Based

on this assessment, the Board of Management believes that as at December 31, 2011, the Bank's internal control of

financial reporting is effective.

The effectiveness of the Bank's internal control of financial reporting as at December 31, 2011 was audited by the

Bank's external auditors, Ziv Haft Certified Public Accountants (Isr.) and Somekh Chaikin Certified Public Accountants

(Isr.), as noted in their report on page 292. The auditors' report includes an unqualified opinion with regard to the

effectiveness of the Bank's internal control of financial reporting as at December 31, 2011.

Yair Seroussi Zion Kenan Ofer Levy

Chairman of the Board of Directors President and Senior Deputy Managing Director,

Chief Executive Officer Chief Accountant


2011Bank HapoalimFinancial Statements 2011

Auditors’ Report - Internal Control over Financial Reporting 292

Auditors’ Report to the Shareholders 293

Consolidated Balance Sheet 294

Consolidated Statements of Profit and Loss 295

Statement of Changes in Equity 296

Consolidated Statement of Cash Flows 300

Notes to the Financial Statements 302

Ziv Haftis a member of BDO.

Somekh Chaikin, an Israeli partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss entity.

Auditors' Report to the Shareholders of Bank Hapoalim B.M. according to Public Reporting Directives of the Supervisor of

Banks regarding Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Bank Hapoalim B.M. and its subsidiaries (hereinafter together – “the Bank”) as at

December 31, 2011, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations

of the Treadway Commission (COSO). The Bank’s Board of Directors and Management are responsible for maintaining effective internal control over

financial reporting and for their assessment of the effectiveness of internal control over financial reporting, included in the accompanying Directors’

and Management’s reports on internal control over financial reporting. Our responsibility is to express an opinion on the Bank’s internal control

over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States), as adopted by the

Institute of Certified Public Accountants in Israel. Those standards require that we plan and perform the audit to obtain reasonable assurance about

whether effective internal control over financial reporting was maintained in all material aspects. Our audit included obtaining an understanding

of internal control over financial reporting, assessing the risk that a material weakness exists and testing and evaluating the design and operating

effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary

in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A bank’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting

and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in Israel (Israeli GAAP)

and in accordance with directives and guidelines of the Supervisor of Banks. The internal control over financial reporting of a bank includes those

policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and

transfers of the assets of the bank (including their removal from its possession); (2) provide reasonable assurance that transactions are recorded

as necessary to permit preparation of financial statement in accordance with Israeli GAAP and in accordance with directives and guidelines of the

Supervisor of Banks, and that receipts and expenditures of the bank are being made only in accordance with authorizations of management and

directors of the bank; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition

(including removal from its possession) of the bank’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation

of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree

of compliance with the policies or procedures may deteriorate.

In our opinion, the Bank maintained, in all material aspects, effective control over financial reporting as at December 31, 2011, based on criteria

established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

We also have audited, in accordance with accepted auditing standards in Israel, and certain auditing standards applied in the audit of banking corporations

as determined by guidelines of the Supervisor of Banks, the accompanying consolidated financial statements of the Bank as at December 31, 2011 and

2010 and for each of the years in the three-year period ended on December 31, 2011, and our report dated March 28, 2012, expressed an unqualified

opinion on the said financial statements and the drawing of attention regarding exposure to class actions that were filed against the Bank Group.

Somekh Chaikin Ziv Haft

Certified Public Accountants (Isr.) Certified Public Accountants (Isr.)


Ziv Haftis a member of BDO.

Somekh Chaikin, an Israeli partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss entity.

Auditors’ Report to the Shareholders of Bank Hapoalim B.M.

We have audited the accompanying consolidated balance sheets of Bank Hapoalim B.M. (hereinafter : "the Bank") as at December 31, 2011 and 2010

and the related consolidated statements of profit and loss, changes in equity and consolidated cash flows, for each of the years in the three year

period ended December 31, 2011. These financial statements are the responsibility of the Bank's Board of Directors and of its Management. Our

responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards in Israel, including standards prescribed by the Auditors Regulations

(Manner of Auditor's Performance), 1973 and certain auditing standards applied in the audit of banking corporations guidelines of the Supervisor of

Banks. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free

of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.

An audit also includes assessing the accounting principles used and significant estimates made by the Board of Directors and by the Management of

the Bank, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material aspects, the financial position of the Bank and its subsidiaries as

at December 31, 2011 and 2010 and the results of operations, changes in shareholders' equity and cash flows of the Bank and its subsidiaries for each

of the years in the three year period ended December 31, 2011, in conformity with generally accepted accounting principles in Israel (Israeli GAAP).

Furthermore, in our opinion, these financial statements are prepared in accordance with the directives and guidelines of the Supervisor of Banks.

Without qualifying our opinion, we draw attention to Note 19D(b) to the financial statements regarding exposure to class actions that were filed

against the Bank Group.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), as adopted

by the Institute of Certified Public Accountants in Israel, the Bank’s internal control over financial reporting as of December 31, 2011, based on criteria

established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO),

and our report, dated March 28, 2012 expressed an unqualified opinion on the effectiveness of the Bank’s internal control over financial reporting.

Somekh Chaikin Ziv Haft

Certified Public Accountants (Isr.) Certified Public Accountants (Isr.)

Tel-Aviv, March 28, 2012


(NIS millions)

December 31

Note 2011 2010

Assets

Cash on hand and deposits with banks 2 55,790 50,331

Securities 3, 14 34,411 31,604

Securities which were borrowed or bought under agreements to resell - 16

Credit to the public 250,592 **,*236,671

Allowance for credit losses (4,097) **,*(11,383)

Credit to the public, net 4 246,495 225,288

Credit to governments 5 616 339

Investments in equity basis investees 6 125 132

Buildings and equipment 7 3,720 3,803

Intangible assets and goodwill 7A 44 **65

Assets in respect of derivative instruments 20 10,799 **6,472

Other assets 8 4,688 ***,**3,039

Total assets 356,688 ***321,089


Deposits from the public 9 256,417 233,965

Deposits from banks 10 7,001 4,834

Deposits from the Government 1,085 1,335

Securities which were lent or sold under agreements to repurchase 1,305 386

Debentures and subordinated notes 11 32,933 27,608

Liabilities in respect of derivative instruments 20 13,421 **10,249

Other liabilities 12 20,399 ***,**19,814

Total liabilities 332,561 ***298,191

Shareholders' equity 13 23,845 ***22,561

Noncontrolling interests 282 337

Total equity 24,127 ***22,898

Total liabilities and equity 356,688 ***321,089

* On January 1, 2011, the Bank adopted the directive of the Supervisor of Banks, "Measurement and Disclosure of Impaired Debts, Credit Risk, and Provision for Credit Losses," for the first time. Comparison figures for previous years were not restated; therefore, data as at December 31, 2011 are not comparable with data marked with an asterisk (*) in 2010. For further explanations of the effect of the initial adoption of this directive, see Note 1(E)(4) below.

** The data were reclassified to match the item headings and presentation method in the current period, following the initial implementation of certain accounting standards. See Note 1(C)(4) below.

*** Restated following the retroactive implementation of the directives of the Supervisor of Banks regarding financial reporting on employee benefits. For further details, see Note 1(E)(18) below.

The accompanying notes are an integral part of the financial statements.

Yair Seroussi Zion Kenan Ofer Levy

Chairman of the Board of Directors President & Senior Deputy Managing Director

Chief Executive Officer Chief AccountantTel Aviv, March 28, 2012

Consolidated Balance Sheetas at December 31, 2011


(NIS millions)

Note 2011 2010 2009

Profit from financing activities before provision for credit losses 23 8,231 7,775 6,718

Provision for credit losses 4D 1,202 1,030 2,017

Profit from financing activities after provision for credit losses 7,029 6,745 4,701


Operating commissions 24 4,696 4,811 4,489

Profits from investments in shares, net 25 55 77 392

Other income 26 101 **164 **158

Total operating and other income 4,852 **5,052 **5,039


Salaries and related expenses 27 4,759 **4,631 **4,016

Maintenance and depreciation of buildings and equipment 1,535 1,518 1,432

Depreciation and impairment of intangible assets and goodwill 21 *141 *93

Other expenses 28 2,050 *2,001 *1,916

Total operating and other expenses 8,365 **8,291 **7,457

Operating profit before taxes 3,516 **3,506 **2,283

Provision for taxes on operating profit 29 809 **1,342 **990

Operating profit after taxes 2,707 **2,164 **1,293

Share in net, after-tax operating profits (losses) of equity basis investees 6B (5) 3 (15)


Before attribution to noncontrolling interests 2,702 **2,167 **1,278

Loss (profit) attributed to noncontrolling interests 39 18 (6)

Attributed to shareholders of the Bank 2,741 **2,185 **1,272

Profit from extraordinary transactions, after taxes, before attribution to noncontrolling interests 30 5 16 28

Net profit:

Before attribution to noncontrolling interests 2,707 **2,183 **1,306

Loss (profit) attributed to noncontrolling interests 39 18 (6)

Attributed to shareholders of the Bank 2,746 **2,201 **1,300

Profit per ordinary share in NIS: 1(E)(23), 31

Basic profit:

Net operating profit attributed to shareholders of the Bank 2.07 **1.65 **0.97

Profit from extraordinary transactions, after taxes, attributed to shareholders of the Bank - 0.01 0.02

Total 2.07 **1.66 **0.99

Diluted profit:

Net operating profit attributed to shareholders of the Bank 2.05 **1.64 **0.96

Profit from extraordinary transactions, after taxes, attributed to shareholders of the Bank - 0.01 0.02

Total 2.05 **1.65 **0.98

* The data were reclassified to match the item headings and presentation method of the current period.** Restated following the retroactive implementation of the directives of the Supervisor of Banks regarding financial reporting

on employee benefits. For further details, see Note 1(E)(18) below.


Consolidated Statement of Profit and LossFor the year ended December 31, 2011


Capital Reserves Cumulative other comprehensive profit (loss)

Share capital and premium*

Benefit inherent in

share based payment

transactions

Other Total capital and capital

reserves

Adjustments in respect of presentation of securities

available for sale at fair value

Translation adjustments**

Net profits (losses) from

cash flow hedging

Retained earnings

Total shareholders'

equity

Noncontrolling interests

Total equity

Balance as at January 1, 2009 8,033 151 5 8,189 28 (135) (70) 10,783 18,795 430 19,225

Effect of initial implementation of the instructions and clarifications regarding financial reporting on employee benefits - - - - - - - (485) (485) - (485)

Balance as at January 1, 2009 after the retroactive implementation 8,033 151 5 8,189 28 (135) (70) ***10,298 ***18,310 430 ***18,740

Net profit for the year - - - - - - - ***1,300 ***1,300 6 ***1,306

Buyback of shares (10) - - (10) - - - - (10) - (10)

Adjustments in respect of presentation of securities available for sale at fair value - - - - 678 - - - 678 - 678

Adjustments in respect of presentation of securities available for sale which were reclassified to the statement of profit and loss - - - - (50) - - - (50) (4) (54)

Related tax effect - - - - (214) - - - (214) - (214)

Benefit inherent in share based payment transactions - 53 - 53 - - - - 53 8 61

Realization/Expiration of options to shares 55 (50) (1) 4 - - - - 4 - 4

Net profits in respect of cash flow hedging which were reclassified to the statement of profit and loss - - - - - - 38 - 38 - 38

Related tax effect - - - - - - (14) - (14) - (14)

Translation adjustments relating to equity basis investees** - - - - - 25 - - 25 - 25

Other adjustments relating to equity basis investees - - (23) (23) - - - - (23) - (23)

Dividend to noncontrolling interests - - - - - - - - - (43) (43)

Decrease in noncontrolling interests - - - - - - - - - (47) (47)

Balance as at January 1, 2010 8,078 154 (19) 8,213 442 (110) (46) ***11,598 ***20,097 350 ***20,447

Net profit for the year - - - - - - - ***2,201 ***2,201 (18) ***2,183


Adjustments in respect of presentation of securities available for sale which were reclassified to the statement of profit and loss - - - - (84) - - - (84) 7 (77)

Related tax effect - - - - (21) - - - (21) (1) (22)

Benefit inherent in share based payment transactions - 126 - 126 - - - - 126 - 126





Increase in noncontrolling interests - - - - - - - - - 3 3


* Deducting 5,183,853 shares purchased by the Bank at a cost of approximately NIS 84 million (December 31, 2010: 653,853 shares purchased by the Bank at a cost of approximately NIS 10 million, December 31, 2009: 700,000 shares purchased by the Bank at a cost of approximately NIS 10 million).

** Adjustments from translation of financial statements of autonomous units.*** Restated following the retroactive implementation of the directives of the Supervisor of Banks regarding financial reporting



Statement of Changes in EquityFor the year ended December 31, 2011


(NIS millions)



Benefit inherent in

share based payment

transactions


reserves





cash flow hedging

Retained earnings

Total shareholders'

equity


Total equity

Balance as at January 1, 2009 8,033 151 5 8,189 28 (135) (70) 10,783 18,795 430 19,225

Effect of initial implementation of the instructions and clarifications regarding financial reporting on employee benefits - - - - - - - (485) (485) - (485)

Balance as at January 1, 2009 after the retroactive implementation 8,033 151 5 8,189 28 (135) (70) ***10,298 ***18,310 430 ***18,740

Net profit for the year - - - - - - - ***1,300 ***1,300 6 ***1,306



Adjustments in respect of presentation of securities available for sale which were reclassified to the statement of profit and loss - - - - (50) - - - (50) (4) (54)

Related tax effect - - - - (214) - - - (214) - (214)





Translation adjustments relating to equity basis investees** - - - - - 25 - - 25 - 25

Other adjustments relating to equity basis investees - - (23) (23) - - - - (23) - (23)


Decrease in noncontrolling interests - - - - - - - - - (47) (47)


Net profit for the year - - - - - - - ***2,201 ***2,201 (18) ***2,183


Adjustments in respect of presentation of securities available for sale which were reclassified to the statement of profit and loss - - - - (84) - - - (84) 7 (77)

Related tax effect - - - - (21) - - - (21) (1) (22)

Benefit inherent in share based payment transactions - 126 - 126 - - - - 126 - 126





Increase in noncontrolling interests - - - - - - - - - 3 3



** Adjustments from translation of financial statements of autonomous units.*** Restated following the retroactive implementation of the directives of the Supervisor of Banks regarding financial reporting






Benefit inherent in

share based payment

transactions


reserves





cash flow hedging

Retained earnings

Total shareholders'

equity


Total equity

Balance as at January 1, 2011 8,147 217 (21) 8,343 553 (110) (24) ****13,799 ****22,561 337 ****22,898

Cumulative effect, net of tax, of the initial implementation on January 1, 2011 of the directive on the measurement of impaired debts and provisions for credit losses - - - - - - - (807) (807) (9) (816)

Cumulative effect, net of tax, of the initial implementation on January 1, 2011 of certain IFRS (45) (5) - (50) - 110 - (97) (37) (3) (40)

Net profit for the year - - - - - - - 2,746 2,746 (39) 2,707


Adjustments in respect of presentation of securities available for sale at fair value - - - - (378) - - - (378) (5) (383)

Adjustments in respect of presentation of securities available for sale which were reclassified to the statement of profit and loss - - - - (55) - - - (55) - (55)

Related tax effect - - - - 113 - - - 113 1 114

Dividend paid - - - - - - - (270) (270) - (270)


Realization of options to shares 38 (34) - 4 - - - - 4 - 4

Net profits in respect of cash flow hedging which was reclassified to the statement of profit and loss - - - - - - 17 - 17 - 17



Balance as at December 31, 2011 8,066 209 (21) 8,254 233 - (13) ***15,371 23,845 282 24,127


** Adjustments from translation of financial statements of autonomous units.*** Includes an amount of NIS 2,734 million that cannot be distributed as dividend.**** Restated following the retroactive implementation of the directives of the Supervisor of Banks regarding financial reporting



Statement of Changes in EquityFor the year ended December 31, 2011 (continued)


(NIS millions)



Benefit inherent in

share based payment

transactions


reserves





cash flow hedging

Retained earnings

Total shareholders'

equity


Total equity

Balance as at January 1, 2011 8,147 217 (21) 8,343 553 (110) (24) ****13,799 ****22,561 337 ****22,898

Cumulative effect, net of tax, of the initial implementation on January 1, 2011 of the directive on the measurement of impaired debts and provisions for credit losses - - - - - - - (807) (807) (9) (816)

Cumulative effect, net of tax, of the initial implementation on January 1, 2011 of certain IFRS (45) (5) - (50) - 110 - (97) (37) (3) (40)

Net profit for the year - - - - - - - 2,746 2,746 (39) 2,707


Adjustments in respect of presentation of securities available for sale at fair value - - - - (378) - - - (378) (5) (383)

Adjustments in respect of presentation of securities available for sale which were reclassified to the statement of profit and loss - - - - (55) - - - (55) - (55)

Related tax effect - - - - 113 - - - 113 1 114

Dividend paid - - - - - - - (270) (270) - (270)


Realization of options to shares 38 (34) - 4 - - - - 4 - 4

Net profits in respect of cash flow hedging which was reclassified to the statement of profit and loss - - - - - - 17 - 17 - 17



Balance as at December 31, 2011 8,066 209 (21) 8,254 233 - (13) ***15,371 23,845 282 24,127


** Adjustments from translation of financial statements of autonomous units.*** Includes an amount of NIS 2,734 million that cannot be distributed as dividend.**** Restated following the retroactive implementation of the directives of the Supervisor of Banks regarding financial reporting




(NIS millions)

2011 2010 2009

Cash flows generated by operating activities

Net profit for the period 2,707 *2,183 *1,306

Adjustments to reconcile net profit to net cash generated by operating activities:

The bank's share in undistributed losses of equity basis investees 10 - 17

Depreciation of buildings and equipment 718 715 679

Amortizations 38 151 103

Provision for credit losses 1,202 1,030 2,017

Profit from sale and adjustment of securities available for sale and held to maturity (1,410) (433) (523)

Realized and unrealized loss (profit) from adjustments to fair value of securities held for trading (17) (52) 9

Loss from sale, decrease in value and change in holding rates in subsidiary and affiliated companies - - 1

Gain from sale of buildings and equipment - (12) (3)

Change in benefit inherent in share based transactions 2 114 53

Change in liabilities in respect of employee benefits 254 *70 *(69)

Deferred taxes, net (383) *38 *108

Adjustments differentials included in investment and financing activities 649 372 662

Net cash inflow generated by operating activities 3,770 *4,176 *4,360

Cash flows generated by activities (for activities) in assets

Deposits in banks, net (762) 477 7,137

Acquisition of debentures held to maturity (283) (137) (60)

Proceeds from redemption of debentures held to maturity 218 112 1,586

Acquisition of securities available for sale (19,008) (13,282) (10,710)

Proceeds from sale of securities available for sale 18,410 9,485 10,871

Securities held for trading, net (1,155) 904 (1,551)

Securities which were borrowed or bought under agreements to resell, net 16 (16) -

Credit to the public, net (23,718) (10,602) 4,480

Credit to governments, net (277) (121) 52

Additional acquisition of shares in Consolidated companies - - (53)

Acquisition of rights in equity basis investees (5) (18) (12)

Acquisition of subsidiaries consolidated for the first time (Addendum A) - - -

Proceeds from sale of investment in equity-basis investees 2 - 2

Acquisition of buildings and equipment (673) (687) (665)

Proceeds from sale of buildings and equipment 1 26 49

Other assets, net (4,696) (1,132) 6,041

Net cash inflow generated by activities (for activities) in assets (31,930) (14,991) 17,167

* Restated following the retroactive implementation of the directives of the Supervisor of Banks regarding financial reporting on employee benefits. For further details, see Note 1(E)(18) below.


Consolidated Statements of Cash Flows For the year ended December 31, 2011


(NIS millions)

2011 2010 2009

Cash flows generated by activities in liabilities and equity

Deposits from the public, net 22,452 1,972 5,040

Deposits from banks, net 2,167 (1,621) (1,743)

Deposits from the Government, net (250) (216) (106)

Securities which were lent or sold under agreements to repurchase, net 919 (408) 557

Issuance of debentures and subordinated notes 5,961 6,155 4,521

Redemption of debentures and subordinated notes (1,285) (2,031) (2,910)

Other liabilities, net 3,243 *4,613 *(5,131)

Issue of shares and options 4 4 4

Buyback of shares (74) - (10)

Dividend paid to shareholders (270) - -

Dividend paid to minority shareholders of consolidated companies (6) (4) (43)

Net cash inflow generated by activities in liabilities and equity 32,861 *8,464 *179

Increase (decrease) in cash 4,701 (2,351) 21,706

Balance of cash at beginning of year 49,274 51,625 29,919

Balance of cash at end of year 53,975 49,274 51,625

Acquisition of subsidiaries consolidated for the first time 2011 2010 2009

Assets and Liabilities of consolidated subsidiaries, at the date of acquisition:

Assets(1) - - 8

Liabilities of the companies, at the date of consolidation for the first time

Liabilities - - 16

Noncontrolling interests - - 2

Goodwill - - 10

Cash flow for acquisition of subsidiaries consolidated for the first time - - -

* Restated following the retroactive implementation of the directives of the Supervisor of Banks regarding financial reporting on employee benefits. For further details, see Note 1(E)(18) below.

(1) In 2009: Excluding cash in the amount of NIS 10 million.


Addendum A

Consolidated Statements of Cash Flows For the year ended December 31, 2011 (continued)


Notes to the Financial Statements as at December 31, 2011

A. General Bank Hapoalim B.M. (hereinafter : the "Bank") is a corporation incorporated in Israel. The financial statements of the Bank

were prepared in accordance with the directives and guidelines of the Supervisor of Banks with regard to the preparation

of annual financial statements of banking corporations and in accordance with generally accepted accounting principles in

Israel (Israeli GAAP).

The Bank has received approval from the Supervisor of Banks to publish the annual financial statements on a consolidated

basis only. Note 34 presents the condensed unconsolidated financial statements of the Bank, including the balance-sheet,

statement of profit and loss, and statement of cash flows.

The financial statements were approved for publication by the Board of Directors of the Bank on March 28, 2012.

B. Definitions:In these financial statements:

GAAP for US banks – Accounting principles that American banks traded in the United States are required to implement,

in accordance with the hierarchy established in FAS 168 (ASC 105-10) (Codification).

International Financial Reporting Standards (IFRS) – Standards and interpretations adopted by the International Accounting

Standards Board (IASB), including International Financial Reporting Standards (IFRS) and International Accounting Standards

(IAS), as well as interpretations of these standards established by the International Financial Reporting Interpretations

Committee (IFRIC) or interpretations established by the Standing Interpretations Committee (SIC), respectively.

Subsidiaries – Companies controlled by the Bank.

Equity-basis investees – Companies in which the Bank has substantial influence, excluding subsidiaries.

Affiliates – Subsidiaries and equity-basis investees of the Group.

Overseas offices – Representative offices, agencies, branches, or subsidiaries of the Bank outside Israel.

Functional currency – The currency of the principal economic environment of the Bank’s operations.

CPI – The consumer price index published by the Central Bureau of Statistics in Israel.

Adjusted amount – Nominal historical amount adjusted to the CPI for December 2003, in accordance with the directives

in the opinion statements of the Institute of Certified Public Accountants in Israel.

Reported amount – Amount adjusted to December 31, 2003 (the "transition date"), as defined in Accounting Standard 12

(as amended) of the Israel Accounting Standards Board, Cessation of Adjustment of Financial Statements, plus amounts in

nominal values added after the transition date, less amounts subtracted after the transition date.

Related parties – As defined in Opinion Statement 29 of the Institute of Certified Public Accountants in Israel, excluding

interested parties.

Interested parties – As defined in the Securities Law, 1968.

C. Basis for Preparation of the Financial Statements:(1) Reporting Principles The financial statements of the Bank are prepared in accordance with the Public Reporting Directives and guidelines of

the Supervisor of Banks. In preparing the financial statements, the Bank implements, among other matters, certain IFRS and

GAAP for US banks, in the following manner:

On matters related to the core business of banking – The Bank implements the directives and guidelines of the Supervisor

of Banks, and among other matters, in certain areas, also GAAP for US banks that have been adopted as part of the Public

Reporting Directives of the Supervisor of Banks.

On matters not related to the core business of banking – Accounting treatment is in accordance with IFRS, as established

in the Public Reporting Directives, and in accordance with Israeli GAAP.

Note 1Significant Accounting Policies



Note 1Significant Accounting Policies(continued)

International standards are implemented according to the following principles:

• Incasesinwhichthereisnospecificreferencetomaterialmattersinthestandardsorinterpretations,orthereare

several alternatives for the treatment of a material matter, the Bank acts according to specific implementation guidelines

established by the Supervisor;

• IncasesinwhichamaterialissuearisesthatisnotresolvedintheIFRSorintheimplementationinstructionsofthe

Supervisor, the Bank treats the issue according to GAAP for US banks specifically applicable to these matters;

• WhereanIFRSthathasbeenadoptedcontainsareferencetoanotherIFRSadoptedinthePublicReportingDirectives,

the Bank acts in accordance with the IFRS;

• WhereanIFRSthathasbeenadoptedcontainsareferencetoanotherIFRSthathasnotbeenadoptedinthePublic

Reporting Directives, the Bank acts in accordance with the Reporting Directives and with Israeli GAAP;

• WhereanIFRSthathasbeenadoptedcontainsareferencetoadefinitionofatermdefinedinthePublicReporting

Directives, a reference to the definition in the Directives shall replace the original reference.

(2) Measurement Base

The financial statements were prepared on the basis of historical cost, with the exception of the assets and liabilities listed

below:

• Derivativefinancialinstrumentsandotherfinancialinstrumentsmeasuredatfairvaluethroughprofitandloss;

• Financialinstrumentsclassifiedasavailableforsale;

• Liabilitiesinrespectofshare-basedpaymenttobesettledincash;

• Deferredtaxassetsandliabilities;

• Provisions;

• Assetsandliabilitiesinrespectofemployeebenefits;

• Investmentsinequity-basisinvestees.

The value of non-monetary assets and items of capital measured on the basis of historical cost was adjusted to changes

in the CPI up to December 31, 2003, because the Israeli economy was considered a hyper-inflationary economy until that

date. As of January 1, 2004, the Bank has prepared its financial statements in reported amounts.

(3) Use of Estimates

The preparation of the financial statements in conformity with Israeli GAAP and the directives and guidelines of the

Supervisor of Banks requires the Board of Management of the Bank to exercise judgment and to use estimates, evaluations,

and assumptions that affect the application of policies and the amounts of assets, liabilities, income, and expenses. It is hereby

clarified that actual results may differ from such estimates.

In formulating the accounting estimates used in the preparation of the financial statements of the Bank, the Board of

Management of the Bank is required to make assumptions with regard to circumstances and events that involve significant

uncertainty. The Board of Management of the Bank bases its judgment in establishing these estimates on past experience,

various facts, external factors, and reasonable assumptions, according to the circumstances, as appropriate for each estimate.

The estimates and the underlying assumptions are reviewed routinely. Changes in accounting estimates are recognized in

the period in which the estimates are amended and in every affected future period.

(4) Change in Classification Due to the first-time implementation of certain accounting standards and directives of the Supervisor of Banks (see Sections

D and E below), certain items in the financial statements and certain comparative figures were reclassified, in order to match

the item headings and reporting requirements for the current period. Specifically, the following items were reclassified:




Items included in the balance sheet: • IntangibleassetsandgoodwillintheamountofNIS65million,whichwereincludedintheitem"otherassets"inthe

consolidated balance-sheet of the Bank as at December 31, 2010, were presented in the consolidated balance-sheet

of the Bank as at December 31, 2011 in a separate line.

• AssetsinrespectofderivativeinstrumentsintheamountofNIS6,472million,whichwereincludedintheitem"other

assets" in the consolidated balance-sheet of the Bank as at December 31, 2010, were presented in the consolidated

balance-sheet of the Bank as at December 31, 2011 in a separate line.

• LiabilitiesinrespectofderivativeinstrumentsintheamountofNIS10,249million,whichwereincludedintheitem"other

liabilities" in the consolidated balance-sheet of the Bank as at December 31, 2010, were presented in the consolidated

balance-sheet of the Bank as at December 31, 2011 in a separate line.

• DataonnetcredittothepublicasatDecember31,2010werereclassifiedforadjustmenttopresentationingross

amounts as of January 1, 2011.

Items included in the statement of profit and loss: • ExpensesinrespectofdepreciationandimpairmentofintangibleassetsandgoodwillintheamountsofNIS141millionand

NIS 93 million in the consolidated financial statements of the Bank were reclassified, from "other expenses" to presentation

in a separate line in the financial statements of the Bank, for the years ended December 31, 2010 and 2009.

(5) Functional Currency and Presentation CurrencyThe NIS is the currency representing the primary economic environment in which the Bank operates. The financial statements

are presented in NIS and rounded to the nearest million, unless otherwise noted.

D. First-Time Implementation of Accounting Standards, Updates of Accounting Standards, and Directives of the Supervisor of BanksDuring 2011, the Bank commenced implementation of the following accounting standards and directives:

(1) Directives of the Supervisor of Banks regarding the measurement and disclosure of impaired debts, credit risk, and

provision for credit losses and amendment of the directives regarding the treatment of problematic debts;

(2) Certain IFRS, listed below:

- IFRS 2, Share-Based Payment;

- IFRS 3 (2008), Business Combinations;

- IFRS 5, Non-Current Assets Held for Sale and Discontinued Operations;

- IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors;

- IAS 10, Events After the Reporting Period;

- IAS 16, Property, Plant and Equipment;

- IAS 17, Leases;

- IAS 20, Accounting for Government Grants and Disclosure of Government Assistance;

- IAS 21, The Effects of Changes in Foreign Exchange Rates;

- IAS 27 (2008), Consolidated and Separate Financial Statements;

- IAS 28, Investments in Associates;

- IAS 29, Financial Reporting in Hyperinflationary Economies;

- IAS 31, Interests In Joint Ventures;

- IAS 33, Earnings Per Share;

- IAS 34, Interim Financial Reporting;

- IAS 36, Impairment of Assets;

- IAS 38, Intangible Assets;

- IAS 40, Investment Property;




(3) FAS 157 (ASC 820-10), Fair Value Measurements (hereinafter: "FAS 157"); FAS 159 (ASC 825-10), The Fair Value Option

for Financial Assets and Financial Liabilities (hereinafter : "FAS 159"); and ASU 2010-06, Improving Disclosures about Fair

Value Measurements;

(4) Instructions of the Supervisor of Banks regarding the reinforcement of internal control over financial reporting on

employee benefits;

(5) ASU 2011-02, A Creditor's Determination of Whether a Restructuring Is a Troubled Debt Restructuring.

The accounting policies of the Bank, as detailed in Section E below, include the new accounting policies derived from the

implementation of the aforesaid accounting standards, accounting standard updates, and directives of the Supervisor of

Banks, and present the manner and effect, if any, of the initial implementation thereof.

E. Accounting Policies Implemented in the Preparation of the Financial Statements (1) Foreign Currency and Linkage

Transactions in Foreign Currency Transactions in foreign currency are translated according to the exchange rate in effect at the dates of the transactions.

Monetary assets and liabilities denominated in foreign currency at the reporting date are translated according to the

exchange rate in effect at that date.

Non-monetary assets and liabilities denominated in foreign currency and measured at fair value are translated into the

functional currency according to the exchange rate in effect on the date on which the fair value is determined. Exchange-rate

differences arising from translation are recognized in profit and loss, with the exception of differences arising from translation

into the functional currency of non-monetary equity financial instruments classified as available for sale, or hedges of cash

flows, which are recognized in other comprehensive income. Non-monetary items denominated in foreign currency and

measured at historical cost are translated according to the exchange rate in effect on the date of the transaction.

CPI-Linked Assets and Liabilities Not Measured at Fair ValueAssets and liabilities linked to the consumer price index are included according to the linkage terms established for each

balance.

Overseas Banking OfficesUntil 1994, certain overseas banking offices were classified as autonomous units (foreign operations with a functional

currency other than the NIS), and exchange-rate differences in respect of translation were allocated directly to capital, as

part of a translation fund. Starting in 1995, pursuant to the instructions of the Supervisor of Banks, overseas banking offices

were classified as a "long arm" (foreign operations whose functional currency is the same as the functional currency of the

Bank). Accordingly, their financial statements are translated into NIS in the following manner: Non-monetary balance-sheet

items are translated according to the exchange rates on the date of the transaction. Monetary balance-sheet items are

translated according to current exchange rates at the balance-sheet date. Non-monetary assets and liabilities denominated

in foreign currency and measured at fair value are translated into the functional currency according to the exchange rate

in effect on the date on which the fair value is determined. Differences arising from the translation of the aforesaid financial

statements are included in profit from financing activity, under the appropriate items. Revenues and expenses of the aforesaid

units (excluding revenues and expenses related to non-monetary items, which were translated according to the historical

exchange rates at which the related non-monetary items were translated) were translated according to a monthly average

exchange rate for the date of execution of the transactions, and include exchange-rate differences on balance-sheet balances

at the beginning of the month.




Initial Implementation of IAS 21, The Effects of Changes in Foreign Exchange RatesUpon the initial implementation of the IFRS, among other matters, the Bank examined its overseas banking offices in

accordance with the IFRS rules and the instructions of the Supervisor of Banks. Pursuant to the instructions of the Supervisor

of Banks, changing the classification of a banking office as a foreign operation with a functional currency other than the NIS

requires advance guidance from the Head of the Financial Reporting Unit of the Supervisor of Banks. Accordingly, until

such advance guidance is received, the Bank continues to treat the overseas banking offices as foreign operations whose

functional currency is the same as the functional currency of the Bank.

A circular of the Supervisor of Banks issued in February 2012 contains criteria established by the Supervisor of Banks for

determining the functional currency of an overseas banking office. In determining the functional currency, the Bank is required

to examine the fulfillment/non-fulfillment of each of the following criteria:

• Theprimaryenvironmentinwhichtheofficegeneratesandexpendscashisforeigncurrency,whereastheoffice’sactivity

in NIS is marginal.

• Autonomousrecruitmentofcustomersbytheoffice–TheactivityoftheofficewithcustomersoftheBankand/or

closely affiliated parties thereof and/or parties referred to the office by the Bank is not significant.

• TheactivityoftheofficewiththeBankand/orwithitsrelatedpartiesisnotsignificant.Inaddition,theofficeisnot

significantly dependent upon financing sources from the Bank and/or its related parties.

• Theactivityoftheofficeisindependentinessenceandstandsinitsownright,andisnotanextensionorsupplement

to the local activity of the Group. In addition, the office conducts its activities with a significant degree of autonomy.

Clear non-fulfillment of one of the aforesaid criteria is an indication that the office should be treated as a foreign operation

whose functional currency is the NIS. In other situations, the determination shall be made based on an examination of the

criteria in aggregate. The Bank has examined the classification of its overseas banking offices based on the new criteria. In

light of this examination, the Bank will classify Bank Hapoalim Switzerland as a foreign operation with a functional currency

other than the NIS, as of January 1, 2012. The change in classification will be performed prospectively, such that exchange-rate

differences in respect of translation shall be recognized as of January 1, 2012 in other comprehensive income, and presented

under "adjustments from translation of foreign operations."

CPI and Exchange RateSet out below are details regarding the CPI and representative exchange rates of the major currencies, and their rates

of change:

December 31 Percent change for the year

2011 2010 2009 2011 2010

In NIS %

November CPI (in points) 104.0 101.4 99.2 2.6% 2.3%

USD exchange rate (in NIS per USD 1) 3.821 3.549 3.775 7.7% (6.0%)

GBP exchange rate (in NIS per GBP 1) 5.892 5.493 6.111 7.3% (10.1%)

EUR exchange rate (in NIS per EUR 1) 4.938 4.738 5.442 4.2% (12.9%)

CHF exchange rate (in NIS per CHF 1) 4.062 3.788 3.667 7.2% 3.3%

TRY exchange rate 1.989 2.296 2.518 (13.4%) (8.8%)




(2) Investments in Affiliates (A) Consolidated Financial Statements and Noncontrolling Interests

When the Bank has the power to directly or indirectly determine the financial and operational policy of an entity in order

to derive benefit from its operations, the Bank has control of the entity and it is classified as a subsidiary. Potential voting

rights, if any, available for immediate realization or conversion, and the effect thereof, including potential voting rights held

by another entity, are taken into account in assessing the power to determine policies, as described above.

Consolidated financial statements present the financial statements of the Group as a single economic entity, from the date

of attainment of control to the date of cessation of control. Accordingly, mutual balances and transactions between these

entities and unrealized profits from sales between the entities are cancelled in full.

Accounting policies of consolidated companies were changed when necessary for congruence with the accounting policies

adopted by the Bank.

Noncontrolling interests represent the share of the capital of a subsidiary that cannot be directly or indirectly attributed to

the Group. Noncontrolling interests are presented as a separate item within the capital of the Bank.

Noncontrolling interests that are instruments granting a current ownership interest, and that grant the holder a share of

the net assets in the event of liquidation (e.g. common shares), are measured at the date of the business combination at fair

value. Other instruments that meet the definition of noncontrolling interests (e.g. common share options) are measured at

fair value or according to the directives of other relevant IFRS.

Profit or loss and any component of other comprehensive income are attributed to the owners of the Bank and to

noncontrolling interests. Total profit and other comprehensive income are attributed to the owners of the Bank and to

noncontrolling interests, even if as a result the balance of noncontrolling interests is negative.

Transactions between the Group and noncontrolling interests that do not lead to a loss of control are treated as equity-level

transactions.

(B) Treatment of Variable Interest Entities An entity is a VIE if it complies with the tests detailed in FAS 167, "Amendments to FASB Interpretation No. FIN46(R) –

Consolidation of Variable Interest Entities" (ASC 810-10): (1) the equity investment at risk is not sufficient to permit the

entity to finance its activities without needing additional subordinated financial support provided by involved parties, including

shareholders; or (2) the investors in the equity at risk, as a group, do not have the power to direct activities with a highly

significant effect on the economic performance of the entity, or do not absorb their proportional share of the expected

losses, or of the expected residual profits of the entity.

A VIE shall be consolidated in the financial statements if the Bank has the power to direct activities with a highly significant

effect on the economic performance of the VIE, and the Bank has the right to receive benefits from the VIE or an obligation

to absorb its losses, which could potentially be significant for the VIE. The Bank has variable interests in other VIEs which are

not consolidated because the Bank is not the primary beneficiary of the VIE.

The Bank monitors all VIE in order to determine whether an event has occurred that may cause a change in the identity of

the primary beneficiary. Such events include, among others:

• AdditionalacquisitionsorsalesofvariableinterestsbytheBankorbyanunrelatedthirdparty,causingtheoverall

ownership of variable interests of the Bank to change;

• Changesincontractualarrangementsthatredesignateexpectedlossesorresidualprofitsamongtheholdersofthe

variable interests; and

• Theprovisionofsupporttotheentityleadingtoasignificantvariableinterest.

For further details regarding variable interest entities, see Note 19E.




(C) Investment in Equity-Basis Investees

Equity-basis investees are entities in which the Bank has material influence over financial and operational policy, but has not

attained control. An assumption is in place according to which a stake of 20% to 50% in an affiliate grants material influence.

In examining the existence of material influence, potential voting rights available for immediate realization or conversion

into shares of the affiliate are taken into consideration.

Investments in equity-basis investees are treated using the equity method, and are recognized for the first time at cost.

The cost of the investment includes transaction costs. When the Bank obtains material influence, for the first time, in an

investment treated as an asset available for sale until the date of attainment of material influence, the equity method is

applied retroactively, pursuant to the rules established on this matter in GAAP for US banks. The financial statements include

the Bank’s share of income and expenses, profit or loss, and other comprehensive income of affiliated entities accounted

for using the equity method, after the adjustments required in order to adjust the entity’s accounting policy to the policy of

the Bank, from the date on which material influence is obtained until the date on which material influence no longer exists.

It is hereby clarified that the Bank does not carry out adjustments to accounting policies referring to the core business of

banking (on matters regarding which IFRS have not yet been adopted in the Public Reporting Directives) implemented by

a non-financial equity-basis investee.

Loss of Material Influence The Bank discontinues the use of the equity method as of the date of the loss of its material influence, and treats the

investment as a financial asset or as a subsidiary, as relevant.

At that date, the Bank measures any remaining investment in the former equity-basis investee, at fair value, and recognizes,

in profit or loss, under the item "profit from extraordinary transactions after taxes," any difference between the fair value of

any remaining investment and any consideration from the realization of part of the investment in the equity-basis investee,

and the book value of the investment at that date.

Amounts recognized in capital reserves through other comprehensive income in respect to that equity-basis investee are

reclassified into profit and loss or retained earnings.

Change in Rates of Holdings in Equity-Basis Investees with the Retention of Material Influence In an increase in the rate of holdings in an equity-basis investee accounted for using the equity method, when material

influence is retained, the Bank applies the acquisition method only in respect of the additional percentage of holdings, with

no change to the preexisting holding.

In a decrease in the rate of holdings in an equity-basis investee accounted for using the equity method, when material

influence is retained, the Bank subtracts a relative share of its investment, and recognizes profit or loss from the sale in the

item "profit from extraordinary transactions after taxes."

The cost of the interests sold for the purpose of the calculation of profit or loss from the sale is established according to

a weighted average.

(D) Business Combinations

The Bank applies the acquisition method to all business combinations. The acquisition date is the date on which the acquirer

obtains control over the acquiree.

For acquisitions performed after January 1, 2011, the Bank recognizes goodwill at the acquisition date according to the fair

value of the consideration transferred, including amounts recognized in respect of any interests that do not grant control

of the acquiree, and the fair value at the acquisition date of equity interests in the acquiree previously held by the acquirer,

with the deduction of the net amount attributed in the acquisition to identifiable assets acquired and liabilities undertaken.




Pursuant to the directives of the Supervisor of Banks, the Bank has adopted the exemption established in Sections 4C and

5C of IFRS 1, First-Time Adoption of IFRS. Accordingly, the Bank has not retroactively implemented IFRS 3 (2008) with

regard to business combinations, acquisitions of equity-basis investees, acquisitions of companies under joint control, and

acquisitions of minority interests performed before January 1, 2011. Therefore, for acquisitions performed before January

1, 2011, the goodwill recognized and surplus costs generated represent the amounts recognized in accordance with Israeli

GAAP. Consequently, the initial implementation of this standard had no effect.

(3) Basis for Recognition of Revenues and Expenses(A) Financing income and expenses are included on an accrual basis, with the exception of the following:

• Interestaccruedonproblematicdebtsclassifiedasnonperformingdebtsisrecognizedasincomeonacashbasis,when

there is no doubt regarding the collection of the remaining recorded balance of impaired debt. In such situations, the

amount collected at the expense of the interest to be recognized as interest income is limited to the amount that would

have accrued during the reporting period on the remaining recorded balance of the debt, at the contractual interest

rate. Interest income on a cash basis is classified in the statement of profit and loss as profit from financing activity

(before allowance for credit losses), under the relevant item within "financing income in respect of assets." When the

collection of the remaining recorded balance is in doubt, all payments collected are used to reduce the principal of the

loan. In addition, interest on amounts in arrears in respect of housing loans is recognized in the statement of profit and

loss based on actual collection.

• Incomefromearlyrepaymentfeesonloans,afterdeductionoftheproportionalsharereferringtofinancialcapital,is

included in the statement of profit and loss, at equal annual rates over the remaining maturity period of the credit, or

over three years from the early repayment date, whichever is shorter.

• Creditallocationfeesandfeesfromfinancingbusinessarerecognizedinprofitandlossinproportiontotheperiods

of the transactions.

(B) Operational fees in respect of the delivery of services are recognized in profit and loss when the Bank gains the

entitlement to receive them.

(C) Securities – see Section E(5) below.

(D) Derivative financial instruments – see Section E(6) below.

(E) Other income and expenses – recognized on an accrual basis.

(4) Impaired Debts, Credit Risk, and Provision for Credit Losses Pursuant to the new directive of the Supervisor of Banks regarding the measurement and disclosure of impaired debts, credit

risk, and provision for credit losses, as of January 1, 2011, the Bank has implemented the American accounting standards in

this area (ASC 310) and the positions of the bank supervision agencies in the United States and the Securities and Exchange

Commission in the United States, as adopted in the Public Reporting Directives. In addition, as of that date, the Bank has

implemented the directives of the Supervisor of Banks regarding the treatment of problematic debts.




Credit to the Public and Other Debt Balances The directive is applied to all debt balances, such as deposits with banks, bonds, securities borrowed or purchased in resale

agreements, credit to the public, credit to governments, etc. Credit to the public and other debt balances with regard to

which the Public Reporting Directives do not set forth specific rules on the measurement of the allowance for credit

losses (such as credit to the government, deposits with banks, etc.) are reported in the books of the Bank according to

the recorded debt balance. The recorded debt balance is defined as the debt balance, after the deduction of accounting

write-offs, but before the deduction of the allowance for credit losses in respect of that debt. The recorded debt balance

does not include unrecognized accrued interest, or accrued interest recognized in the past and later cancelled. It is hereby

clarified that before January 1, 2011, the Bank implemented different rules, pursuant to which the debt balance in the Bank’s

books included the component of interest accrued before the debt was classified as non-income-bearing problematic

debt. Therefore, credit balances presented in periods prior to the period of the initial implementation of the directive are

not comparable with the credit balances reported after implementation. With regard to other debt balances for which

specific rules exist on the measurement and recognition of the provision for impairment (e.g. bonds), the Bank continues

to implement the same measurement rules.

Allowance for Credit Losses Pursuant to the directive, the Bank is required to maintain an allowance for credit losses at an appropriate level in order to

cover estimated credit losses with respect to its credit portfolio. In addition, the Bank is required to maintain an allowance

in a separate liability account at an appropriate level to cover estimated credit losses related to off-balance-sheet credit

instruments, such as contractual engagements to provide credit, unutilized credit facilities, and guarantees.

The allowance to cover estimated credit losses with respect to the credit portfolio is assessed by one of two methods:

"individual allowance" and "group allowance." The Bank also examines the overall fairness of the allowance for credit losses.

Individual allowance for credit losses – The Bank has chosen to identify debts for individual examination in which the total

contractual balance (without deducting accounting write-offs, unrecognized interest, allowance for credit losses, or collateral)

aggregated at the customer level is more than NIS 1 million (at the consolidated credit-card company – more than NIS 500

thousand). In addition, the Bank identifies certain debts with other problematic characteristics for individual examination,

as well as debts of customers undergoing restructuring of problematic debt, for which the allowance for impairment is not

included in the allowance for credit losses assessed on a group basis. Individual allowances for credit losses are considered

for all debts classified as impaired. Debts are classified as impaired when, based on current information and events, the Bank

expects to be unable to collect the full amount owed to it according to the contractual terms of the debt agreement. In

any case, debt is classified as impaired debt when the principal or interest in respect of the debt is in arrears of 90 days or

more. In addition, any debt the terms of which have been changed in the course of the restructuring of problematic debt is

classified as impaired debt, unless a minimum allowance for credit losses was recorded before and after the restructuring,

according to the method of the extent of arrears, pursuant to the appendix to Proper Conduct of Banking Business No.

314 concerning problematic debts in housing loans at mortgage banks.

The individual allowance for credit losses is assessed based on expected future cash flows, discounted at the original interest

rate of the debt. For debts contingent upon collateral, or when the Bank determines that seizure of an asset is expected,

the individual allowance is assessed based on the fair value of the collateral pledged to secure the debt. The individual

allowance required in respect of off-balance-sheet credit instruments is assessed in accordance with the rules established

in ASC 450, Contingencies.




Group allowance for credit losses is calculated in order to reflect allowances for impairment in respect of credit losses not

individually identified inherent in large groups of small debts with similar risk attributes, and in respect of debts identified

for individual examination and found to be unimpaired. The allowance for credit losses in respect of debts evaluated on a

group basis, with the exception of housing loans, for which a minimum allowance is calculated according to the method of

the extent of arrears, is calculated in accordance with the rules stipulated in ASC 450, and in accordance with directive of

the Supervisor of Banks, based on historical rates of loss in the various sectors of the economy, with a division between

problematic and non-problematic credit, in 2008, 2009, and 2010, as well as on actual rates of net accounting write-offs

during periods subsequent to the initial implementation date. This calculation also takes additional data into consideration,

including trends in the volume of credit in each sector, conditions in the sector, macro-economic data, evaluation of the overall

quality of credit in the economic sector, changes in volumes and trends of balances in arrears and impaired balances, and the

effects of changes in credit concentration, all taking into consideration uncertainties arising from flaws in credit underwriting

processes and in the processes of executing allowances for credit losses and establishing accounting writing-offs. Pursuant to

the directives of the Supervisor of Banks, the amount of the group allowance at the end of each reporting period shall not

be less than the amount of the general and supplementary provision that would have been calculated at that date under

Proper Conduct of Banking Business Directive No. 315, grossed up by the tax rate.

A minimum allowance in respect of housing loans is calculated according to a formula established by the Supervisor of

Banks, taking the extent of arrears into consideration, such that the rate of the allowance increases with greater arrears. At

the inception date of the new directive, an amendment of the appendix to Proper Conduct of Banking Business Directive

No. 314 on problematic debts in housing loans at mortgage banks took effect. The amendment expands the application of

the calculation of the allowance according to the formula based on the extent of arrears, to all housing loans, except loans

not repaid in periodic installments and loans used to finance activities of a business nature. In addition, the Bank calculates

a group allowance for credit losses in respect of housing loans granted from 2009 forward in which the ratio of the debt

to the value of the pledged asset when the credit was granted (LTV) is greater than 60%.

Pursuant to the directives of the Supervisor of Banks, the group allowance required with respect to off-balance-sheet credit

risk is based on the allowance rates established for balance-sheet credit (as described above), taking into consideration

the expected rate of exercise of the credit for off-balance-sheet credit risk. The exercise rate of credit is calculated based

on coefficients for conversion into credit, as specified in Proper Conduct of Banking Business Directive No. 203, Capital

Measurement and Adequacy – Credit Risk – The Standard Approach, with certain adjustments. This allowance is not deducted

from the "credit to the public" item, and is included under the item "other liabilities" in the balance-sheet.

Pursuant to the directive, the Bank classifies all of its problematic debts and problematic off-balance-sheet credit items into

the following categories: impaired (as detailed above), substandard, or under special supervision.

Substandard credit risk includes balance-sheet and off-balance-sheet credit risk that is insufficiently protected by the current

established value and repayment capability of the debtor or of the collateral pledged, if any. The classification of credit

risk in this category requires the presence of well-defined weaknesses that jeopardize the realization of the debt, such

that there is a clear possibility that the banking corporation may incur a certain loss if the deficiencies are not remedied.

Off-balance-sheet credit risk is classified as substandard if there is at least a possibility that the contingent liability in respect

of the off-balance-sheet item will be realized, and in addition, the debts that may be acquired as a result of the realization

of the contingent liability fit the classification of substandard debts. Credit in respect of which an allowance for credit losses

on a group basis has been recognized is classified as substandard when it becomes a debt in arrears of ninety days or more.

Credit risk under special supervision includes balance-sheet and off-balance-sheet credit risk with potential weaknesses that

should be given special attention by management. If not addressed, these potential weaknesses could result in deterioration of

the probability of settlement of the credit or of the status of the Bank as a creditor at a certain future date. Off-balance-sheet

credit risk is classified as under special supervision if there is at least a possibility that the contingent liability in respect of

the off-balance-sheet item will be realized, and in addition, the debts that may be acquired as a result of the realization of

the contingent liability fit the classification of debts under special supervision.




Revenue Recognition Upon classification of a debt as impaired, the Bank stops accruing interest income in respect of the debt. In addition, upon

classification of the debt as impaired, the Bank cancels all uncollected accrued interest income that has been recognized as

income in the statement of profit and loss. The debt continues to be classified as debt that does not accrue interest income,

as long as its classification as an impaired debt is not cancelled. However, when a debt has undergone formal restructuring of

problematic debt, and following the restructuring there is a reasonable degree of confidence that the debt will be repaid and

will perform in accordance with its new terms, the debt is treated as an impaired debt accruing interest income. In addition,

in the event of collection in cash, when the debt is expected to be settled in full, financing income can be recognized in the

amount of the interest income that would have accrued, during the reporting period, on the remaining recorded balance

of the debt according to the contractual rate. Any balance received in cash beyond this amount that is not recorded as a

reduction of the remaining recorded balance shall be recorded as a collection of previous accounting write-offs. When the

collection of the remaining recorded balance of an impaired debt is doubtful, all payments received shall be used to reduce

the principal, to the extent necessary in order to remove such doubt.

With regard to debts examined and for which allowances have been made on a group basis, in arrears of 90 days or more,

the Bank does not stop accruing interest income until an accounting write-off is performed.

Restructuring of Problematic DebtA debt that has undergone formal restructuring of problematic debt is defined as a debt in respect of which, for economic

or legal reasons related to financial difficulties of the borrower, the Bank has granted a concession, in the form of a change

in the terms of the debt, in order to facilitate the burden of cash payments for the borrower in the near term (reduction

or postponement of cash payments required of the borrower), or in the form of the receipt of other assets as partial or

full settlement of the debt.

Restructured debts, including those which prior to the restructuring were examined on a group basis, are classified as impaired

debt, and are evaluated on an individual basis, in order to record an allowance for credit losses or an accounting write-off.

Because restructured problematic debts are not repaid according to their original contractual terms, the debts continue to

be classified as impaired debts, even after the debtor resumes repayment under the new terms.

Accounting Write-Offs The Bank performs accounting write-offs for any debt or part of a debt evaluated on an individual basis which is thought

to be uncollectible and is of such low value that its retention as an asset is unjustified, or debt in respect of which the Bank

has carried out prolonged collection efforts (defined in most cases as a period exceeding two years). In cases of debts

contingent upon collateral in respect of which the individual allowance is calculated based on the fair value of the collateral,

the Bank performs an accounting write-off for any debt balance exceeding the fair value of the collateral. With regard to

debts evaluated on a group basis, write-off rules were established based on the period of arrears (in most cases more than

150 consecutive days) and other problematic parameters. It is hereby clarified that accounting write-offs do not entail a

legal waiver, and serve to reduce the reported balance of the debt for accounting purposes only, while creating a new cost

base for the debt in the Bank’s books.




Foreclosed Assets In cases of restructuring of problematic debt in which the Bank receives assets as full or partial settlement of the debt, such

as rights to capital, third-party receivables, or other assets to be sold at a later date, these assets shall be recognized, at the

fair value of the assets, at the date of the foreclosure. If the assets received constitute full settlement of the debt, and at the

foreclosure date the recorded debt balance exceeds the fair value of the assets, the Bank recognizes an allowance for credit

losses. In any event, if the assets received are sold a short time after the foreclosure (usually up to 90 days), as long as no

material change has occurred in the estimated fair value, the Bank replaces the estimated fair value with the price received

in the sale, deducting selling costs, and adjusts the allowance for credit losses.

Policy on Provisions for Doubtful Debts Before the Implementation of the Directives on Impaired Debts, Credit Risk, and Provision for Credit LossesThe provision for doubtful debts was determined on a specific basis. In addition, a general provision and a supplementary

provision were included, in accordance with the directives of the Supervisor of Banks. Provisions for doubtful debts at

consolidated banking companies overseas were determined according to the customary rules in the countries in which

the countries were located.

The specific provision for doubtful debts was made on the basis of a cautious estimate by the Board of Management of

the losses inherent in the credit portfolio, including debts in off-balance-sheet items. In the aforesaid estimate, the Board

of Management took into account, among other considerations, the extent of the risks related to the financial stability of

borrowers, based on its information regarding their financial condition; their business operations; their compliance with their

obligations; and an evaluation of collateral received from them. Interest income in respect of a debt declared as doubtful was

not recorded as of the beginning of the quarter in which the debt was declared doubtful. Upon collection of the interest,

the interest income was recorded in the item "other financing income."

The specific provision for housing loans granted by the Bank and its banking affiliates in Israel was calculated according to

the directives of the Supervisor of Banks, taking into account the extent of the arrears, such that the percentage of the

provision increased as the period of the arrears lengthened.

The supplementary provision for doubtful debts was based on the quality of the customer debt portfolio, in accordance

with risk attributes defined in the directives of the Supervisor of Banks. Different provision rates were determined for each

such risk attribute. The supplementary provision for doubtful debts was calculated according to the rates determined for

the different attributes.

The general provision was in values adjusted for the end of 2004, in an amount constituting 1% of the total indebtedness

under the responsibility of the Bank as at December 31, 1991. At the end of 2010, the total provision stood at NIS 674 million.

Write-offs of bad debts were carried out when the Bank had determined that the debt was uncollectible, following legal

proceedings undertaken or as a result of agreements or arrangements, usually in cases in which no legal proceedings were

undertaken, and the debts were not collectible, or due to other reasons for which the debts were uncollectible.




Effect of Initial Implementation The directive has been implemented as of January 1, 2011, prospectively. At the initial implementation date, among other

things, the Bank:

- Performed accounting write-offs of all debts meeting the conditions for accounting write-offs on that date;

- Classified all debts meeting the conditions for such classification as under special supervision, substandard, or impaired.

In this context, it is clarified that despite the definition according to which restructured problematic debt is impaired

debt, the Bank did not classify debts restructured before January 1, 2007 as impaired debts, provided that the debt is

not impaired based on the terms established in the restructuring agreement;

- Cancelled all accrued unpaid interest income in respect of all debts meeting the relevant conditions on that date;

- Adjusted the balance of the allowance for credit losses in respect of credit to the public and in respect of off-balance-sheet

credit instruments as at January 1, 2011 to the requirements of the directive; and

- Adjusted the balance of current and deferred taxes receivable and payable as at January 1, 2011.

The effect of the initial implementation of the standard, in the amount of NIS 807 million (net of tax), was allocated as a

reduction of the balance of retained earnings as at January 1, 2011.

(5) Securities (A) Securities in which the Bank invests are classified into the following three portfolios:

• Bondsheldtomaturity–BondsthattheBankhastheintentionandabilitytoholduntiltheirmaturitydate,withthe

exception of bonds that allow early repayment or settlement in another manner such that the Bank does not cover

substantially all of its recorded investment. Bonds held to maturity are stated in the balance-sheet at cost, plus interest

and accrued linkage and exchange rate differentials, taking into account the proportional part of the premium or

discount, less losses in respect of other-than-temporary impairment.

• Securitiesheldfortrading–Securitiesacquiredandheldwiththeaimofsellingtheminthenearfuture,withthe

exception of shares for which no fair value is available. Securities held for trading are stated in the balance-sheet at fair

value on the recording date. Profits and losses from adjustments to fair value are allocated to the statement of profit

and loss.

• Securitiesavailableforsale–Securitiesnotclassifiedasbondsheldtomaturityorassecuritiesheldfortrading.Shares

for which a fair value is available and bonds are included in the balance-sheet at their fair value on the reporting date.

Shares for which no fair value is available are measured in the balance-sheet at cost. Unrealized profits or losses from

adjustments to fair value are not included in the statement of profit and loss, and are reported net, deducting an

appropriate reserve for tax, in a separate item of equity within cumulative other comprehensive income.

(B) Income from dividends, interest accrual, linkage and exchange-rate differentials, premium reduction or discounts

(according to the effective interest-rate method), and losses from other-than-temporary impairment are allocated to the

statement of profit and loss.

(C) The Bank's investments in venture-capital funds are accounted for at cost, net of losses from other-than-temporary

impairment. Profit from venture-capital investments is allocated to the statement of profit and loss upon realization of the

investment.

(D) The cost of securities that have been realized is calculated on a "first in - first out" basis.

(E) With regard to the calculation of fair value, see Section E(7) below.

(F) With regard to the treatment of other-than-temporary impairment, see Section E(9) below.




(6) Derivative Financial Instruments, Including Hedge Accounting(A) The Bank holds derivative financial instruments for the purpose of hedging foreign-currency risks and interest-rate risks,

and executes activity in derivatives. Embedded derivative instruments are separated from the host contract and treated

separately if: (A) there is no clear and close connection between the economic characteristics and risks of the host contract

and of the embedded derivative instrument, including credit risks arising from certain embedded credit derivatives; (B) a

separate instrument with the same terms as the embedded derivative instrument would fulfill the definition of a derivative;

and (C) the hybrid instrument is not measured at fair value through profit and loss.

(B) At the date of creation of the hedge, the Bank formally documents the hedging relationship between the hedging

instrument and the hedged item, including the risk-management goal and strategy of the Bank in performing the hedge,

and the manner in which the Bank plans to evaluate the effectiveness of the hedging relationship. The Bank evaluates the

effectiveness of the hedging relationship both at the beginning of the hedge and on an ongoing basis, in accordance with its

risk management policy.

(C) Hedges of cash flows

When a derivative is designated as a hedging instrument for exposure to changes in expected future cash flows, which

can be attributed to a particular risk attributed to a recognized asset or liability or to a probable expected transaction that

may affect profit and loss, changes in its fair value in respect of the effective hedging part are allocated directly to other

comprehensive income. Changes in fair value in respect of the non-effective part are allocated to profit and loss.

The amount recognized in other comprehensive income shall be reclassified to the statement of profit and loss in the

period in which the cash flows affect the statement of profit and loss, and shall be presented within the same section of the

statement of profit and loss as the hedged item.

If the hedged instrument no longer fulfills the criteria for an accounting hedge, or if it expires or is sold, cancelled, or realized,

or the Bank cancels the designation of the cash flow hedge, treatment according to hedge accounting is discontinued.

Profit or loss accumulated in other comprehensive income and previously presented in capital remains in capital until the

expected transaction is executed or until it is almost certain that the expected transaction will not take place. If it is almost

certain that the expected transaction will not take place, the cumulative profit or loss in respect of the hedging instrument

recognized in other comprehensive income shall be reclassified to profit and loss.

(D) Hedges of fair value

Changes in the fair value of a derivative financial instrument designated for hedging fair value are allocated to the statement

of profit and loss. The hedged item is also presented at fair value, with reference to the hedged risks, and the changes in fair

value are allocated to the statement of profit and loss.

If the hedged instrument no longer fulfills the criteria for an accounting hedge, or if it expires or is sold, cancelled, or realized,

or the Bank cancels the designation of the fair value hedge, treatment according to hedge accounting is discontinued. When

a hedged firm commitment no longer fulfills the definition of a firm commitment, any asset or liability recorded according

to the recognition of the firm commitment shall be cancelled and recognized concurrently in the statement of profit and

loss, in a current manner, in loss or profit.

(E) Economic hedges

Hedge accounting is not applied to derivative instruments used as part of the asset and liability management (ALM) system

of the Bank. Changes in the fair value of these derivatives are recognized in profit and loss upon formation.

(F) Derivatives not used for hedging

Changes in the fair value of derivatives not used for hedging are allocated immediately to profit and loss.

(G) Embedded derivatives

An embedded derivative that has been separated is presented in the balance-sheet together with the host contract. Changes

in the fair value of embedded derivatives that have been separated are allocated immediately to profit and loss.




In certain cases (such as cases in which the Bank is unable to separate an embedded derivative from its host contract), in

accordance with FAS 155 (ASC 815-15), Accounting for Certain Hybrid Financial Instruments, the Bank chooses not to

separate the embedded derivative, and to measure the hybrid financial instrument as a whole at fair value, while reporting

changes in fair value in the statement profit and loss upon formation. This choice is made at the time of acquisition of the

hybrid instrument, or when certain events occur in which the instrument is subject to remeasurement (remeasurement

events), such as as a result of business combinations or material changes in the debt instruments. The choice of such fair

value is irreversible.

(7) Establishing the Fair Value of Financial Instruments As of January 1, 2011, the Bank has implemented the rules established in FAS 157 (ASC 820-10), which defines fair value and

establishes a consistent working framework for the measurement of fair value by defining fair value assessment techniques

with regard to assets and liabilities, and by establishing a fair value hierarchy and detailed instructions for implementation.

Fair value is defined as the amount or price that would be obtained from the sale of an asset, or that would be paid to

extinguish a liability, in a transaction between a willing seller and a willing buyer, at the date of measurement. Among other

matters, in order to assess fair value, the standard requires the maximum possible use of observable inputs, and minimum

use of unobservable inputs. Observable inputs represent information available in the market and received from independent

sources, whereas unobservable inputs reflect the assumptions of the Bank. FAS 157 specifies a hierarchy of measurement

techniques, based on the question whether the inputs used to establish fair value are observable or unobservable. These

types of inputs form the following fair-value hierarchy:

• Level1data:Pricesquoted(unadjusted)inactivemarketsforidenticalassetsorliabilities.

• Level2data:Pricesquotedinactivemarketsforsimilarassetsorliabilities;pricesquotedininactivemarketsforidentical

assets or liabilities; prices derived from evaluation models in which all significant inputs are observed in the market or

supported by observed market data.

• Level3data:Unobservableinputsregardingtheassetorliability,arisingfromevaluationmodelsinwhichoneormore

of the significant inputs is unobservable.

The hierarchy requires the use of observable market inputs, when such information is available. When possible, the Bank

considers relevant observable market information in its evaluation. The volume and frequency of transactions, ask-bid

spread, and size of the adjustment necessary in comparing similar transactions are all factors taken into consideration when

determining the liquidity of markets and the relevance of prices observed in such markets.

The implementation of the rules set forth in FAS 157 requires the cessation of use of the blockage factor in calculating

fair value, and replaces the instructions in EITF 02-3 (ASC 815-10), Issues Involved in Accounting for Derivative Contracts

Held for Trading Purposes and Contracts Involved in Energy Trading and Risk Management Activities, which prohibit the

recognition of day one profits and require that the fair value of derivative instruments not traded on an active market be

determined according to the transaction price.

Securities The fair value of securities held for trading and of securities available for sale is determined based on market prices quoted

in the primary market. When the security is traded in several markets, the evaluation is performed according to the market

price quoted in the most beneficial market. In such cases, the fair value of the Bank’s investment in the securities is the

number of units multiplied by the quoted market price. The quoted price used to determine fair value is not adjusted for the

size of the Bank’s holding or for the size of the position relative to the trading volume (the holding size factor). If no quoted

market price is available, the fair-value estimate is based on the best available information, with maximum use of observable

inputs, taking into consideration the risks inherent in the financial instrument (market risk, credit risk, non-tradability, etc.).




Derivative Financial Instruments Derivative financial instruments with an active market were evaluated according to the market value established in the

primary market, or in the absence of a primary market, according to the market price quoted on the most beneficial market.

Derivative financial instruments that are not traded were evaluated using models that take the risks inherent in the derivative

instrument into consideration (market risk, credit risk, etc.). For further details, see the methodology for assessment of credit

risk and nonperformance risk, below.

Assessment of Credit Risk and Nonperformance Risk FAS 157 requires the Bank to reflect credit risk and nonperformance risk in measuring the fair value of debt, including

derivative instruments, issued by the Bank and measured at fair value. Nonperformance risk includes the credit risk of the

Bank, but is not limited to this risk alone. The Bank assesses credit risk in derivative instruments in the following manner:

• Whensufficientliquidcollateralexistsinrespectoftheexposure,specificallysecuringthederivativeinstrumentata

high degree of legal certainty, the Bank assumes that the credit risk inherent in the instrument is zero, and does not

record adjustments to fair value in respect of the quality of credit of the counterparty.

• Whenexposureinrespectofthecounterpartyonaconsolidatedbasisismaterial,theBankperformsafair-value

assessment based on indications from transactions in an active market of the quality of credit of the counterparty,

insofar as such indications are available with reasonable effort. The Bank derives these indications, among other things,

from prices of debt instruments of the counterparty traded in an active market, and from prices of credit derivatives

the basis for which is the quality of credit of the counterparty. If no such indications exist, the Bank calculates the

adjustments based on internal ratings.

• Whentheexposureinrespectofthecounterpartyonaconsolidatedbasisisimmaterial,theBankcalculatesthe

aforesaid adjustment based on internal ratings.

For further details regarding the main methods and assumptions used to estimate the fair value of financial instruments, see

Note 21 below concerning balances and fair-value estimates of financial instruments.

Disclosure Requirements FAS 157 expands the disclosure requirements for measurements of fair value. In addition, ASU 2010-06 requires the inclusion

of additional disclosures, such as disclosure of amounts of significant transitions from Level 2 fair-value measurements to

Level 1 measurements and vice versa, and the inclusion of explanations for such transitions. Disclosure is also required

for gross amounts of changes in Level 3 fair-value measurements resulting from transactions of acquisition, sale, issuance,

and maturation. The new disclosures are required on a quarterly basis. The aforesaid required disclosures are included in

these financial statements. However, there is no requirement to apply the aforesaid disclosure requirements to financial

statements for periods presented before the initial implementation of the standard. Accordingly, these financial statements

do not include comparative figures for the new disclosures.

Initial Implementation of FAS 157, Fair Value Measurements, and ASU 2010-06, Improving Disclosures about Fair Value Measurements.The Bank implemented this standard, starting January 1, 2011, prospectively. The effect of the assessment of credit risk and

nonperformance risk in respect of financial instruments measured at fair value was immaterial.




(8) The Fair Value Option for Financial Assets and Financial LiabilitiesFAS 159 (ASC 825-10) allows banking corporations to choose, at defined dates, to measure financial instruments and certain

other items (the eligible items) at fair value, which under Public Reporting Directives are not required to be measured at

fair value. Unrealized profits and losses in respect of changes in the fair value of the items for which the fair value option is

selected are reported in the statement of profit and loss for each subsequent reporting period. In addition, prepaid costs

and fees related to the items for which the fair value option is selected are recognized in profit and loss upon formation.

The choice to apply the fair value option, as noted above, is made instrument by instrument, and cannot be cancelled.

In addition, the standard establishes presentation and disclosure requirements aimed at facilitating comparisons between

banking corporations that choose different measurement bases for similar types of assets and liabilities.

Despite the aforesaid, the directives of the Supervisor of Banks on the implementation of this standard clarify that a banking

corporation shall not choose the fair value option unless the bank has developed knowledge, systems, procedures, and

controls at a high level, in advance, that enable it to measure the item at a high degree of reliability. Thus, the Bank is not

permitted to choose the fair value option with regard to any asset classified in Level 2 or Level 3 of the fair-value hierarchy,

or with regard to any liability, unless it receives advance approval to do so from the Supervisor of Banks.

At this stage, the Bank has chosen not to perform fair-value measurements of financial instruments and certain other items

which are not required to be measured at fair value under the Public Reporting Directives. Consequently, the implementation

of this standard had no effect.

(9) Impairment of Financial Assets Each reporting period, the Bank examines whether impairments in the fair value of securities classified into the available-

for-sale portfolio and the held-to-maturity portfolio are of an other-than-temporary nature. This examination includes several

stages and principles, according to the policy established by the Bank.

The Bank recognizes other-than-temporary impairment for the reporting period at least in respect of the impairment of

any securities meeting one or more of the following conditions:

• Securitiesthathavebeensoldbythedateofpublicationofthereporttothepublicfortheperiod;

• Securitiesthat,nearthedateofpublicationofthereporttothepublicfortheperiod,theBankintendstosellwithina

short time;

• Bondsthathaveundergoneasignificantdowngradeinrating,fromtheratingatthedateofacquisitionbytheBankto

the rating at the date of publication of the report for the period;

• BondsclassifiedasproblematicbytheBankafteracquisition;

• Securitieswhosefairvalueattheendofthereportingperiodandnearthedateofpublicationofthefinancialstatements

is significantly lower than their cost (with regard to bonds – depreciated cost), unless the Bank has solid objective

evidence and a cautious analysis of all relevant factors proving at a high degree of confidence that the impairment is of

a temporary nature.

In addition, the examination of the presence of other-than-temporary impairment is based on the following considerations:

• Therateoflossrelativetothecostofthesecurity(forbonds–thedepreciatedcost);

• Theamountoftimeforwhichthefairvalueofthesecurityislowerthanitscost;

• Achangefortheworseintheconditionoftheissuerorinthegeneralconditionofthemarket;

• TheBank'sintentionandabilitytoholdthesecurityforasufficientperiodtoallowthefairvalueofthesecuritytorise,

or to maturity;

• Inthecaseofbonds–therateofyieldtomaturity;

• Inthecaseofshares–reductionorcancellationofdividenddistribution.




When other-than-temporary impairment has occurred, the cost of the security is written down to its fair value and used

as the new cost base. The cumulative loss referring to a security classified as available for sale, previously allocated to a

separate item in capital within other comprehensive income, is transferred to profit and loss when other-than-temporary

impairment has occurred. Appreciation in value during subsequent reporting periods is recognized in a separate item of

capital within cumulative other comprehensive income, and is not allocated to profit and loss.

(10) Offsetting Financial Assets and Liabilities(A) The Bank offsets assets and liabilities arising from the same counterparty and presents the net balance thereof in the

balance-sheet, under the following cumulative conditions:

• Withrespecttosuchliabilities,alegallyenforceablerightexiststooffsettheliabilitiesagainsttheassets;

• Thereisanintentiontosettletheliabilityandrealizetheassetsonanetbasisorsimultaneously.

(B) The Bank offsets assets and liabilities with two different counterparties and presents a net amount in the balance-sheet

given the two cumulative conditions noted above, provided that an agreement exists between the three parties clearly

establishing the Bank’s right to offset with respect to that liability.

(C) The Bank offsets deposits the repayment of which to the depositor is contingent upon the extent of collection of credit

against credit granted from such deposits, when the Bank has no risk of loss from the credit.

(D) The Bank offsets derivative instruments executed with the same counterparty and subject to a master netting

arrangement.

(11) Transfers and Servicing of Financial Assets and Extinguishment of LiabilitiesThe Bank implements the measurement and disclosure rules set forth in the American accounting standard FAS 140

(ASC 860-10), Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as amended by

FAS 166 (ASC 860-10), Accounting for Transfers of Financial Assets, with regard to the accounting treatment of transfers

of financial assets and extinguishment of liabilities.

Pursuant to these rules, transfers of financial assets are accounted for as sales if and only if all of the following conditions

are met: (1) the financial asset transferred is isolated from the transferring party, including in situations of bankruptcy or

other receivership; (2) any recipient (or, if the recipient is an entity whose sole purpose is to engage in securitization or in

asset-backed financing activity, and that entity is barred from pledging or exchanging the financial assets which it receives –

any third party holding beneficiary rights) may pledge or exchange the assets (or the beneficiary rights) received, and there

is no term that also restricts the recipient (or the third party holding beneficiary rights) from exercising the right to pledge

or exchange, and grants the transferring party a benefit that is more than trivial; (3) the transferring party, or consolidated

companies included in its financial statements, or its agents, do not retain effective control of the financial assets or of the

beneficiary rights referring to the transferred assets.

In addition, in order for the transfer of part of a financial asset to be considered a sale, the transferred part must comply

with the definition of participatory rights. Participatory rights must meet the following criteria: the right must represent

proportional rights relative to the full financial asset; all cash flows obtained from the assets are distributed between the

participatory rights in a manner proportional to their share of the ownership; the rights are not subordinated to other

rights; there is no right of return to the transferring party or to other holders of participatory rights (except in cases of the

breach of representations or commitments, current contractual commitments to service a financial asset in its entirety and

manage the transfer contract, and contractual commitments to share the offsets of any benefits received by any holder of

participatory rights); and the transferring party and the holder of participatory rights have no right to pledge or exchange

the financial asset in its entirety, unless all of the holders of participatory rights agree to pledge or exchange the financial

asset in its entirety.




If the transaction complies with the conditions for treatment of a transaction as a sale, the transferred financial assets or the

participatory right are subtracted from the balance-sheet of the Bank. If the conditions for a sale are not met, the transfer is

considered a secured debt. The sale of part of a financial asset that is not a participatory right is treated as a secured debt;

i.e., the transferred assets continue to be recorded in the balance-sheet of the Bank, and the consideration from the sale

is recognized as a liability of the Bank.

Securities sold under repurchase conditions or purchased under reselling conditions, where the Bank has not lost control

of the transferred asset or has not gained control of the asset received, are treated as secured debt.

Pursuant to the guidelines of the Supervisor of Banks, certain securities sold to the Bank of Israel under repurchase

agreements are treated as secured debt. Financial instruments transferred in such transactions are measured according

to the same measurement principles implemented prior to the transfer. Thus, such securities are not subtracted from the

balance-sheet, and the deposit for the return of which the securities were pledged is presented against them, under the item

"securities lent or sold under agreements to repurchase." Securities received in such transactions are recorded according

to the amount of cash received by the Bank, under the item "securities borrowed or bought under agreements to resell."

The Bank monitors the fair value of securities borrowed and lent, and of securities transferred in repurchase and resale

agreements, and issues a demand for supplementary collateral in relevant cases.

(12) Fixed Assets (Buildings and Equipment)Recognition and Measurement Fixed-asset items are measured at cost, with the deduction of accrued depreciation and losses from impairment. The cost

includes expenses directly attributable to the acquisition of the asset. The cost of assets created in-house includes the cost

of materials and direct labor wages, as well as any additional cost directly attributable to bringing the asset to the location

and condition necessary in order for it to operate in the manner intended by management.

Costs of acquired software that constitutes an integral part of the operation of the related equipment is recognized as part

of the cost of such equipment. In addition, pursuant to the Public Reporting Directives, the Bank classifies costs in respect

of software assets acquired or costs capitalized as an asset in respect of software developed in-house for internal use under

the item "buildings and equipment." With regard to the accounting treatment of software costs, see Section E(14) below.

When significant parts of a fixed asset (including costs of significant periodic tests) have different lifetimes, they are treated

as separate items (significant components) of the fixed asset.

Profit or loss from the subtraction of a fixed-asset item are determined by comparing the consideration from the subtraction

of the asset with its book value, and recognized as a net amount under the item "profit from extraordinary transactions

after taxes" in the statement of profit and loss.

Depreciation Depreciation is the systematic allocation of the depreciable amount of an asset over its useful life. The depreciable amount

is the cost of the asset, or another amount substituted for the cost, with the deduction of the residual value of the asset.

Depreciation is allocated to the statement of profit and loss using the straight-line method, over the estimated useful life

of each part of the fixed-asset items, because this method best reflects the forecast pattern of consumption of the future

economic benefits inherent in the asset. Leased assets are depreciated over the shorter of the period of the lease and the

period of use of the assets. Land owned by the Bank is not depreciated.

Estimates related to the depreciation method, useful life, and residual value are reexamined at least at the end of each fiscal

year, and adjusted when necessary.

Initial Implementation of IAS 16, Property, Plant and EquipmentThe initial implementation of the standard had no material effect on the financial statements of the Bank.




(13) Leases Leases, including leases of land from the Israel Land Administration or from other third parties, in which the Bank materially

bears all of the risks and returns from the asset, are classified as financing leases. At initial recognition, leased assets are

measured at an amount equal to the lower of the fair value and the present value of the minimum future leasing fees.

Future payments for the exercise of an option to extend the term of the lease from the Israel Land Administration are not

recognized as part of the asset and the related liability, as they constitute contingent leasing fees, which are derived from the

fair value of the land at the future renewal dates of the leasing agreement. After the initial recognition, the asset is treated

in accordance with the accounting policy customarily applied to that asset.

Other leases are classified as operational leases. The leased assets are not recognized in the balance-sheet of the Bank.

Payments in operational leases are allocated to profit and loss using the straight-line method, over the period of the lease.

Leasing incentives received are recognized as an inseparable part of the total leasing expenses, using the straight-line method,

over the period of the lease.

Initial Implementation of IAS 17, LeasesFollowing the initial implementation, the Bank depreciated rights to land in financing leases over the period of the lease. The

effect of the initial implementation at the Bank was reflected in depreciation of land in financing leases, which amounted to

a reduction of the balance of retained earnings as at January 1, 2011 by a total of approximately NIS 37 million.

(14) Intangible AssetsGoodwill For information regarding the measurement of goodwill upon initial recognition, see section E(2) above. In subsequent

periods, goodwill is measured at cost, with the deduction of accrued losses from impairment.

Software Costs Software acquired by the Bank is measured at cost, with the deduction of accrued depreciation and losses from impairment.

Costs related to software development or adaptation for in-house use are capitalized if and only if: the development costs

can be measured reliably; the software is technically and commercially feasible; future economic benefits are expected; and

the Bank has the intention and sufficient resources to complete the development and use the software. Costs recognized

as an intangible asset include direct costs of materials and services and direct labor wages for workers. Such costs are

measured at cost, with the deduction of accrued depreciation and losses from impairment. Overhead costs that cannot

be directly attributed to the development of the software and research costs are recognized as expenses upon formation.

DepreciationDepreciation is allocated to the statement of profit and loss, using the straight-line method, over the estimated useful life of

intangible assets, including software assets, starting on the date when the assets are available for use.

Goodwill and intangible assets with an indeterminate lifetime are not depreciated systematically, but are examined for

impairment at least once a year.

Intangible assets created at the Bank (such as software under development) are not depreciated systematically as long as

they are not available for use. Accordingly, these intangible assets are examined for impairment at least once a year until

they become available for use.

Subsequent Costs Subsequent costs are recognized as intangible assets only when they increase the future economic benefit inherent in the

asset in respect of which they were expended. Other costs are allocated to the statement of profit and loss upon formation.




Initial Implementation of IAS 38, Intangible Assets The Bank initially implemented this standard as of January 1, 2011. The implementation of the standard had no material effect.

(15) Investment Property Investment property is property (land or buildings, or part of a building, or both) held (by the Bank as an owner or through

a financing lease) for the purpose of generating rent income or for equity appreciation or both, and not for the purpose of:

1. Use in manufacturing or delivery of goods or services for administrative purposes; or

2. Sale during the ordinary course of business.

Investment property is measured for the first time at the acquisition cost, plus transaction costs. In subsequent periods, the

investment property is measured at cost, with the deduction of accrued depreciation and losses from impairment.

Initial Implementation of IAS 40, Investment PropertyThe Bank initially implemented this standard as of January 1, 2011. The implementation of the standard had no material effect.

(16) Impairment of Non-Financial Assets The book value of the non-financial assets of the Bank, excluding deferred tax assets and including investments accounted

for using the equity method, is examined at each reporting date in order to determine whether indications of impairment

exist. If such indications exist, an estimate of the recoverable amount of the asset is calculated. In periods subsequent to

the initial recognition date, an estimate of the recoverable amount of goodwill and intangible assets with an indeterminate

lifetime or unavailable for use is performed once annually, on a fixed date for each asset, or more frequently if indications

of impairment exist. The recoverable amount of an asset or of a cash-generating unit is the higher of the use value and the

net sale value (fair value net of selling expenses).

In determining use value, the Bank discounts the estimated future cash flows according to a pretax discounting rate reflecting

market estimates regarding the time value of the money and the specific risks related to the asset. For the purpose of

examining impairment, assets that cannot be examined individually are aggregated into the smallest group of assets that

generates cash flows from ongoing use, which are essentially non-dependent on other assets and groups (hereinafter : a

"cash-generating unit"). For the purposes of examining impairment of goodwill, cash-generating units to which goodwill is

allocated are aggregated such that the level at which the impairment is examined reflects the lowest level at which goodwill

is monitored for internal reporting purposes, but is not larger than a segment of activity (before the aggregation of similar

segments).

Assets of the headquarters of the Bank do not generate separate cash flows, and serve more than one cash-generating unit.

Some assets of headquarters are allocated to cash-generating units, on a reasonable and consistent basis, and are examined

for impairment as part of the examination of impairment in respect of the cash-generating units to which they are allocated.

Other headquarters assets that cannot be allocated to cash-generating units on in a clear and consistent manner are allocated

to a group of cash-generating units, if there are indications that impairment has commenced in an assets belonging to the

headquarters of the Bank, or when there are indications of impairment in the group of cash-generating units. In such cases,

the recoverable amount of the group of cash-generating units served by headquarters is determined.

Losses from impairment are recognized when the book value of the asset or of the cash-generating unit to which the asset

belongs exceeds the recoverable amount, and are charged to profit and loss. Losses from impairment recognized with

regard to cash-generating units are first allocated to the depreciation of the book value of the goodwill attributed to such

units, and subsequently to the depreciation of the book value of the other assets in the cash-generating unit, proportionally.

With regard to cash-generating units that include goodwill, loss from impairment is recognized when the book value of the

cash-generating unit, after inclusion of the goodwill, exceeds its recoverable amount.

Loss from impairment is allocated between owners of the company and noncontrolling interests, according to the same

basis of allocation as profit or loss.




Loss from the impairment of goodwill is not cancelled. With regard to other assets, losses from impairment recognized in

previous periods are reexamined each reporting period, in order to test for signs that the losses have decreased or no longer

exist. Losses from impairment are cancelled if a change has occurred in the estimates used to determine the recoverable

amount, only if the book value of the asset, after cancellation of the loss from impairment, does not exceed the book value

net of amortization or depreciation that would have been determined if no loss from impairment had been recognized.

Impairment of In-House Software Development Costs In addition to the indications of impairment established in IAS 36, Impairment of Assets, tests of impairment of in-house

software development costs shall also be performed when the signs listed in GAAP for US banks, SOP 98-1: Accounting

for the Costs of Computer Software Developed or Obtained for Internal Use (ASC 350-40), are present:

(1) The software is not expected to provide significant potential services;

(2) The manner or volume of use or expected use of the software has changed substantially;

(3) The software has been or will be substantially changed;

(4) Costs of the development or conversion of the software designated for internal use significantly exceed the expected

amounts;

(5) It is no longer expected that development will be completed and the software will be used.

If one or more of the signs listed above exists, an examination for impairment must be performed, in accordance with the

rules set forth in IAS 36, Impairment of Assets.

Initial Implementation of IAS 36, Impairment of AssetsThe Bank implemented the standard retroactively as of January 1, 2011. The implementation of the standard had no material

effect.

(17) Non-Current Assets Held for Sale and Discontinued OperationsNon-current assets (or realization groups consisting of assets and liabilities) expected to be recovered primarily through

sale or distribution, rather than through ongoing use (except assets seized in respect of impaired debts), are classified as

assets held for sale or distribution.

Immediately before classification as held for sale or distribution, the assets are measured in accordance with the accounting

policies of the Bank. Subsequently, the assets are measured according to the lower of the book value and the fair value,

net of selling costs.

In subsequent periods, depreciable assets classified as held for sale or distribution are not depreciated periodically, and

investments in equity-basis investees classified as held for sale are not accounted for using the equity method.

Initial Implementation of IFRS 5, Non-Current Assets Held for Sale and Discontinued OperationsThe Bank implemented the standard prospectively as of January 1, 2011. The initial implementation of the standard had

no effect.

(18) Employee Benefits The Bank’s obligations in respect of post-employment benefits or other long-term benefits, according to law, agreement,

custom, and management expectations, are calculated on an actuarial basis, taking into consideration probabilities based

on past experience. The capitalization rate taken into account is 4%, in accordance with the directives of the Supervisor of

Banks. The mortality rate is based on current directives of the Supervisor of the Capital Market, Insurance, and Savings. The

future rate of increase in wages is estimated by the Board of Management.

Short-term employee benefits (such as labor wages, vacations, and bonuses) are measured on an uncapitalized basis, and

the expense is allocated when the related service is rendered.



(NIS millions)


Instructions and Clarifications Regarding the Reinforcement of Internal Control Over Financial Reporting on Employee Benefits On March 27, 2011, the Supervisor of Banks issued instructions regarding the reinforcement of internal control over

financial reporting on employee benefits. The instructions establish several clarifications regarding the assessment of the

liability in respect of employee benefits and instructions regarding internal control over the process of financial reporting

on employee benefits, with requirements for the involvement of a licensed actuary, identification and sorting of liabilities

in respect of employee benefits, maintenance of internal controls with regard to the reliance upon and validation of the

actuary’s assessment, and certain disclosure requirements.

In particular, the circular states that a banking corporation that expects a group of employees to be paid benefits beyond

their contractual terms should take into account the percentage of employees expected to depart (including employees

expected to depart under voluntary retirement programs or upon receiving other preferred terms) and the benefits that

they are expected to receive upon departure. Following the implementation of the Supervisor’s instructions, the liability in

respect of severance pay for the group of employees is presented in the financial statements at the higher of the amount of

the liabilities calculated on an actuarial basis, taking into account the additional cost expected to be incurred by the Bank in

respect of the aforesaid benefits, and the amount of the liabilities calculated by multiplying the employee’s monthly wage by

the number of years of employment, as required in Opinion Statement 20 of the Institute of Certified Public Accountants

in Israel.

The Bank has implemented the instructions concerning the measurement of expected benefits beyond the contractual

terms, via retroactive implementation. Comparison figures have been restated.

The effect of the retroactive implementation on each of the reporting periods for which data is included in the

financial statements is set out below:

Effect of the retroactive implementation on balance-sheet items as at:

December 31, 2010

As previously reported

Effect of retroactive

implementation

As reported in this report

Other assets 2,826 213 3,039

Other liabilities 19,073 741 19,814

Shareholders’ equity 23,089 (528) 22,561

Ratio of total capital to risk-adjusted assets 14.1% (0.2%) 13.9%

Ratio of core capital to risk-adjusted assets 8.2% (0.2%) 8.0%



(NIS millions)


Effect of the retroactive implementation on the statement of profit and loss





implementation




implementation


Other income 221 (57) 164 226 (68) 158

Salary and related expenses 4,650 (19) 4,631 4,062 (46) 4,016

Operating profit before taxes 3,544 (38) 3,506 2,305 (22) 2,283

Provision for taxes on operating profit (loss) 1,353 (11) 1,342 996 (6) 990

Operating profit after taxes 2,191 (27) 2,164 1,309 (16) 1,293

Net profit attributed to shareholders of the bank 2,228 (27) 2,201 1,316 (16) 1,300

Basic profit per share 1.68 (0.02) 1.66 1.00 (0.01) 0.99

Diluted profit per share 1.67 (0.02) 1.65 0.99 (0.01) 0.98

Effect of the retroactive implementation on the statement of cash flows





implementation




implementation


Net cash inflow generated by operating activities 4,181 (5) 4,176 4,363 (3) 4,360

Net cash inflow generated by activities (for activities) in liabilities and equity 8,459 5 8,464 176 3 179

(19) Share-Based Payment The fair value at the date of the grant of share-based payments to employees is allocated as a wage expense, in parallel to

the increase in equity, over the period in which the unconditional eligibility for the grant is attained. The amount allocated

as an expense in respect of share-based payment grants contingent upon vesting conditions, which are service conditions

or execution conditions that are not market conditions, is adjusted to reflect the number of grants expected to vest. For

share-based payment grants contingent upon conditions that are not vesting conditions or on vesting conditions that are

execution conditions constituting market conditions, the Bank takes such conditions into consideration when estimating the

fair value of the equity instruments granted. The Bank therefore recognizes the expense in respect of such grants regardless

of whether the conditions are fulfilled.

The fair value of the amount owed to employees in respect of rights to the increase in value of shares settled in cash is

allocated as an expense, against a corresponding increase in liabilities, over the period in which the employees’ unconditional

eligibility for the payment is attained. The liability is remeasured at every reporting date, until the date of settlement. Any

change in the fair value of the liabilities is allocated as an expense under "salaries and related expenses" in profit and loss.




Initial Implementation of IFRS 2, Share-Based PaymentEquity grants performed after November 7, 2002 and before March 15, 2005 were treated retroactively. Accordingly, the

measurement and recording of option plans granted during the said period were amended. Following the amendment, an

increase in the balance of retained earnings in the amount of approximately NIS 50 million was included, against a parallel

decrease in the balance of the capital reserve from a benefit due to share-based payment transactions.

(20) Shares in Treasury When the Bank buys shares of the Bank, the amount of the consideration paid, including direct costs, is deducted from equity.

The shares that have been bought back are classified as shares in treasury. When shares in treasury are sold or reissued,

the amount of the consideration received is classified as an increase in equity, and the surplus or deficit arising from the

transaction is allocated to the balance of the premium.

(21) Contingent Liabilities The financial statements include sufficient provisions for legal claims, according to the assessment of the Board of Management

and based on the opinions of its legal advisors. The disclosure is in the format set forth in the directives of the Supervisor

of Banks, so that the claims filed against the Bank Group are classified into three groups:

(A) Probable risk – the probability of realization of the exposure to risk is over 70%. Provisions are included in the financial

statements in respect of claims in this risk group.

(B) Reasonably possible risk – the probability of realization of the exposure to risk is between 20% and 70%. No provision

is included in the financial statements in respect of claims in this risk group, but disclosure is given.

(C) Remote risk – the probability of realization of the exposure to risk is under 20%. No provision is included in the financial

statements in respect of claims in this risk group and no disclosure is given.

Legal claims regarding which the Supervisor of Banks has determined that the Bank is required to pay reimbursement are

classified as probable, and a provision is made in respect of the claim commensurate with the amount that the Bank is

required to reimburse.

In rare cases, the Bank has determined that in the opinion of the Bank's Board of Management, based on the opinion of its

legal advisors, the probability of realization of the exposure to risk in respect of an ordinary claim or in respect of a claim

certified as a class action cannot be estimated. In cases in which the Bank has not yet published four financial statements

since the first inclusion of the claim, no provision was made.

(22) Expenses for Taxes on IncomeExpenses for taxes on income include current and deferred taxes. Current and deferred taxes are allocated to the statement

of profit and loss, unless the tax arises from a transaction or event recognized directly in equity. In such cases, the expense for

taxes on income is allocated to equity. Current tax is the amount of tax expected to be paid (or received) on the taxable

income for the year, calculated according to the applicable tax rates under laws legislated or legislated in practice at the

balance-sheet date, including changes in tax payments referring to previous years.

The provision for taxes on the income of the Bank and its consolidated companies which are financial institutions for the

purposes of value-added tax includes a profit tax imposed on income under the Value Added Tax Law. The value-added tax

applied to wages at financial institutions is included in the statement of profit and loss under the item, "salaries and related

expenses."




The Bank recognizes deferred taxes with reference to temporary differences between the book value of assets and liabilities

for the purposes of financial reporting and their value for tax purposes. However, the Bank does not recognize deferred taxes

with respect to the following temporary differences: first-time recognition of goodwill; first-time recognition of assets and

liabilities in a transaction that does not constitute a business combination and does not affect accounting profit or profit for

tax purposes; and differences arising from investments in subsidiaries, entities under joint control, and equity-basis investees, if

they are not expected to be reversed in the foreseeable future. The deferred taxes are measured according to the tax rates

expected to apply to the temporary differences at the date when they are realized, based on laws legislated or legislated in

practice at the balance-sheet date. The Bank offsets deferred tax assets and liabilities in the event that an enforceable legal

right exists for the offsetting of current tax assets and liabilities, and they are attributed to the same taxable income item

taxed by the same tax authority for the same taxed company, or in different companies in the Group that intend to settle

current tax assets and liabilities on a net basis, or the tax assets and liabilities are settled simultaneously.

Deferred tax assets in respect of losses carried forward and in respect of rights carried forward to offset tax are recognized

in the books in cases in which the realization of the said tax in the foreseeable future is not in doubt. A deferred tax asset

is recognized in respect of temporary differences when it is probable that a tax saving will be created in respect thereof

at the reversal date. The creation of net deferred tax assets shall not exceed the current taxes in the accounting period,

except in special cases in which the realization of the tax in the foreseeable future is not in doubt.

The Bank may be obligated to add taxes in the case of dividend distribution in respect of affiliates. This added tax is not

included in the financial statements, due to the policy of the affiliates not to cause dividend distribution involving added

taxes for the Bank in the foreseeable future. In cases in which an affiliate is expected to distribute dividends form profits

involving added taxes for the Bank, the Bank creates a reserve for tax in respect of the added tax which it is likely to incur.

Deferred taxes in respect of intercompany transactions in the consolidated report are recorded according to the tax rate

applicable to the acquiring company.

(23) Earnings Per Share The Bank presents data on basic and diluted earnings per share with respect to its ordinary share capital. Basic earnings per

share are calculated by dividing the profit or loss attributed to holders of the ordinary shares of the Bank by the weighted

average number of ordinary shares in circulation during the period, after adjustment for shares in treasury.

Diluted earnings per share are determined by adjusting the profit or loss (such as adjustments in respect of the effect of

dividends after tax, any financing costs, and other changes) attributed to the holders of ordinary shares and adjusting the

weighted average of ordinary shares in circulation, after adjustment for shares in treasury, in respect of the effects of all

potential diluting ordinary shares, which include share options and share options granted to employees.

Initial Implementation of IAS 33, Earnings Per ShareThe initial implementation of this standard had no effect on the manner of calculation of earnings per share.

(24) Statement of Cash Flows The statement of cash flows is presented classified into cash flows from operating activity, from activity in assets, and from

activity in liabilities and capital. Cash flows from activity in assets and from activity in liabilities and capital are presented net,

except for changes in investment securities and in non-monetary assets.

The item "cash and cash equivalents" includes cash on hand, deposits with banks, tradable deposit certificates, and deposits

with central banks for an original period of up to three months.




(25) Reporting on Activity Segments A segment of activity is a component of the Bank engaged in activities from which it is likely to derive income and bear

expenses, the results of operations of which are regularly examined by the Board of Management and the Board of Directors

in order to make decisions regarding resource allocation and performance evaluation, and with regard to which separate

financial information exists. The format for reporting on the segments of activity of the Bank is established in the Public

Reporting Directives of the Supervisor of Banks.

The division into segments at the Bank is based on characteristics of customer segments. These segments also include

banking products. The results of products that cannot be attributed to the relevant customer segments are included in

"Others and Adjustments."

F. New Accounting Standards and New Directives of the Supervisor of Banks in the Period Prior to Implementation

(1) Directives Concerning the Format of the Statement of Profit and Loss of a Banking Corporation and the Adoption of GAAP for US Banks on Interest Income Measurement A circular of the Supervisor of Banks was issued on December 29, 2011, with the aim of adjusting the Public Reporting

Directives for the purpose of:

• Establishingthemannerofpresentationofthestatementofprofitandloss–Thedirectiveadjuststheformatofthe

statement of profit and loss to the prevalent manner of presentation globally and in the United States. The new format

changes the manner of presentation of the components of financing profit in the statement of profit and loss itself and

in the accompanying notes; cancels the distinction between fees from financing business and operational fees; changes

the classification of linkage differentials on principal as part of "interest"; and changes the classification and names of

other items of the statement of profit and loss. In addition, the directive cancels the item "profit from extraordinary

transactions" and adopts the customary approach in the United States, according to which special items are defined

as items that are "unusual" and "infrequent," and states that the classification of any event as a special item shall only

be possible with advance approval of the Supervisor of Banks. The directive also establishes changes in the format of

additional notes to the financial statements.

The directives with regard to the format of the statement of profit and loss will be implemented beginning with the

financial statements for the first quarter of 2012, retroactively. The initial implementation of the directives is expected

to have no effect, other than the change in presentation.

• AdoptionoftherulesestablishedinUSGAAPregardingnonrefundablefeesandothercosts–Thedirectiveestablishes

rules for the treatment of loan origination fees and direct loan origination costs. The eligible fees and costs, according

to the criteria established, shall not be recognized immediately in the statement of profit and loss, but shall be taken

into account in calculating the effective interest rate of the loan. In addition, the directive changes the treatment of

commitments fees and commitments costs, including credit-card transactions. The directive also sets forth rules regarding

the treatment of changes in the terms of debt that do not constitute restructuring of problematic debt, treatment of

early repayment of debts, and treatment of other credit granting transactions, such as syndication transactions.

The rules established in the directive represent a significant change relative to the existing rules in the Public Reporting

Directives. The preparations for the implementation of the rules established in the directive are complex; the Supervisor

of Banks intends to guide the banking corporations in the preparatory process, especially in the area of identifying

eligible costs. The circular states that the rules on this matter will be implemented from January 1, 2013, forward. The

directives concerning the change in the definition of "interest" in respect of impaired debts will be implemented, with

regard to debts classified as impaired, from January 1, 2012 forward only.

The Bank is examining the expected implications of the initial implementation of the directives. At this stage, the Bank

is unable to estimate the expected effect of the implementation of the directives.




(2) Adoption of Certain IFRS In July 2006, the Israel Accounting Standards Board published Accounting Standard No. 29, Adoption of International Financial

Reporting Standards (IFRS). The standard stipulates that entities subject to the Securities Law, 1968 and required to report

under its regulations shall prepare their financial statements according to IFRS for periods starting as of January 1, 2008.

The aforesaid does not apply to banking corporations whose financial statements are prepared according to the directives

and guidelines of the Supervisor of Banks.

In June 2009, the Supervisor of Banks issued a letter concerning reporting by banking corporations and credit-card companies

in Israel in accordance with IFRS, which establishes the expected manner of adoption of IFRS by banking corporations.

It was further clarified that subsequent to the completion of the process of adjusting the directives to the international

standards, the Supervisor of Banks will retain the authority to set forth binding clarifications with regard to the manner of

implementation of the requirements of the international standards, and to set forth additional directives in cases in which

it is necessary due to the requirements of the supervisory agencies in developed countries globally, or on matters not

addressed by the international standards. In addition, the Supervisor of Banks will retain the authority to establish disclosure

and reporting requirements.

Pursuant to the circular, the deadlines for reporting by banking corporations according to IFRS are as follows:

1. On matters related to the core business of banking – As of January 1, 2013. The Supervisor of Banks intends to reach a

final decision on this matter during 2011. The final decision will be made taking into consideration the schedule established

in the United States and the progress of the convergence process between international and American standards. A final

decision on this matter has not yet been made.

2. On matters not related to the core business of banking – January 1, 2011. However, the IFRS listed below have not

yet taken effect, and will be adopted in accordance with the directives of the Supervisor of Banks, when such directives are

published, with regard to the timing and manner of the initial implementation of the standards:

• IAS7,StatementofCashFlows;

• IAS12,IncomeTaxes;

• IAS19,EmployeeBenefits;

• IAS23,BorrowingCosts;

• IAS24,RelatedPartyDisclosures.

A circular concerning the adoption of certain IFRS was issued on November 30, 2011. Among other matters, the circular

states that these IFRS, with the exception of IAS 19, Employee Benefits, shall be implemented by banking corporations as

of January 1, 2012. Upon initial implementation of these IFRS, banks are required to act in accordance with the transitional

directives set forth in the standards, including retroactive amendment of comparison figures if required.

Additional details regarding the standards to be adopted as of January 1, 2012 are set out below.

• IAS12,TaxesonIncome

The standard establishes the accounting treatment of taxes on income. Pursuant to the standard, deferred taxes shall be

recognized with reference to temporary differences between the book value of assets and liabilities and the value of the

assets and liabilities for tax purposes, with the exceptions stipulated in the standard, according to which deferred taxes

shall not be recognized in respect of temporary differences. The deferred taxes shall be measured in accordance with the

tax rates expected to apply during the period in which the temporary differences will be realized, based on tax rates and

tax laws legislated, or the legislation of which has been essentially completed, by the end of the reporting period. Current

tax liabilities or assets in respect of the current period and in respect of previous periods shall be measured according to

the estimated amount to be paid to the tax authorities or refunded by the tax authorities, using the tax rates and tax laws

legislated, or the legislation of which has been essentially completed, by the end of the balance-sheet period.




The standard further states that deferred tax assets shall be recognized in the books in respect of losses carried forward,

tax credits, and deductible temporary differences when it is probable that taxable income against which they can be used

will exist in the future. In accordance with the rules set forth in the standard, as adopted in the Public Reporting Directives

of the Supervisor of Banks, the term "probable" shall be defined consistently with the application of the phrase "more likely

than not," instead of the translation of the term "probable" in the Public Reporting Directives implemented today, in which

the threshold is established as "beyond any reasonable doubt."

In addition, in situations of uncertainty with regard to taxes on income, banking corporations shall be required to implement

the rules set forth in FIN 48, Accounting for Uncertainty in Income Taxes, as long as these rules do not contradict IFRS,

by establishing policies and procedures and implementing documentation requirements with respect to tax positions of

various degrees of uncertainty.

The initial implementation of this standard is expected to have no material effect.

• IAS7,StatementofCashFlows

The standard states that information should be provided regarding changes in cash and cash equivalents during the

reporting period through the statement of cash flows. Changes have been established in the Public Reporting Directives of

the Supervisor of Banks in the present format of the statement of cash flows, to adjust this format to the requirements of

the standard and to the reporting requirements established in certain other IFRS. Specifically, cash flows shall be classified

into cash flows from operating activities, investing activities, and financing activities. In addition, a determination was made

regarding the activities that shall be considered principal revenue-producing activities for the Bank, and that consequently

shall be classified as operating activities. Guidelines were also established with regard to the presentation of cash flows in

gross and net amounts. The effect of changes in exchange rates on cash and cash equivalents held in foreign currency or due

for settlement in foreign currency shall be stated separately from other changes in cash and cash equivalents. Cash flows

from interest and dividends received or paid and cash flows arising from taxes on income shall be given separate disclosure.

In addition, the cash flow statement was adjusted to other changes that have occurred in the Public Reporting Directives,

pursuant to the adoption of certain IFRS.

The initial implementation of this standard is expected to have no effect, other than the change in presentation.

• IAS23,BorrowingCosts

The standard states that entities must capitalize borrowing costs attributable directly to the acquisition, construction, or

production of a qualifying asset. A qualifying asset is an asset that requires a substantial period of time to prepare for its

designated use or sale, including fixed assets, software assets, and other assets where a long period is necessary in order to

bring the asset to a condition in which it can fulfill its designated function or be sold. However, it has been clarified in the

directives of the Supervisor of Banks that banking corporations shall not capitalize borrowing costs without establishing clear

policies, procedures, and controls with regard to the criteria for recognition of assets as qualifying assets and with regard

to the borrowing costs that are capitalized.

Accordingly, the initial implementation of this standard is expected to have no effect.

• IAS24,RelatedPartyDisclosures

The standard establishes the required disclosures by an entity regarding its relationship with a related party and regarding

transactions and unsettled balances with a related party.

In addition, disclosure is required for compensation to key management personnel. Key management personnel are those

persons having authority and responsibility for planning, directing, and controlling the activities of the entity, directly or

indirectly, including any directors (whether executive or otherwise) of the entity.

As part of the expected adoption of the standard by the Supervisor of Banks, the format of the required disclosure in the

financial statements will be adjusted, in order to comply with the disclosure requirements of IAS 24 as well as the additional

disclosures required under the Securities Regulations, 2010.





(3) Accounting Standard 23, Accounting Treatment of Transactions between an Entity and its Controlling PartyIn December 2006, the Israel Accounting Standards Board issued Accounting Standard No. 23, Accounting Treatment of

Transactions between an Entity and its Controlling Party. The standard replaces the Securities Regulations (Presentation

of Transactions between a Corporation and its Controlling Party in Financial Statements), 1996, as adopted in the Public

Reporting Directives of the Supervisor of Banks. The standard stipulates that assets and liabilities in respect of which a

transaction has been executed between an entity and its controlling party shall be measured at the date of the transaction

at fair value, with the difference between the fair value and the consideration allocated in the transaction to be allocated

to equity. A negative difference essentially constitutes a dividend and therefore reduces the balance of retained earnings.

A positive difference essentially constitutes an owner’s investment, and is therefore stated in a separate item in equity entitled

"capital reserve from a transaction between an entity and its controlling party."

The standard addresses three issues related to transactions between an entity and its controlling party, as follows: (1) transfers

of assets to the entity from the controlling party, or alternatively, transfers of assets from the entity to the controlling party;

(2) undertaking of a liability of the entity towards a third party, in full or in part, by the controlling party, or indemnification

of the entity by its controlling party for expenses, or a waiver by the controlling party of a debt owed by the entity, in full or

in part; and (3) loans given to or received from the controlling party. In addition, the standard stipulates the disclosure to be

made in the financial statements with regard to transactions between an entity and its controlling party during the period.

On November 30, 2011, the Supervisor of Banks issued a circular on the adoption of certain IFRS. Among other matters,

the circular states that as of January 1, 2012, for the purposes of accounting for transactions between a banking corporation

and its controlling party or a company controlled by the banking corporation, GAAP for US banks should be implemented.

In situations where these rules do not address the treatment method, the rules established in Standard 23 shall be applied,

in a manner consistent with the principles of the adoption of IFRS on matters not related to the core business of banking.

The initial implementation of this standard is not expected to have a material effect.

(4) ASU 2011-03, Reconsideration of Effective Control for Repurchase AgreementsIn April 2011, the FASB issued ASU 2011-03, Reconsideration of Effective Control for Repurchase Agreements, an update

of the rules established in FAS 166 (ASC 860).

The update requires a change in the manner of assessing the existence of effective control by a transferor in repurchase

transactions. The assessment of effective control shall focus on contractual rights and contractual obligations of the transferor,

and therefore shall not take into consideration (1) a criterion requiring the transferor to have the ability to acquire the

transferred securities even in the event of default by the transferee, or (2) instructions regarding collateral requirements in

connection with the aforesaid criterion. Additional criteria for the assessment of effective control were not changed by the

ASU. These criteria indicate that the transferor retains effective control of the transferred assets (and the transfer of the

assets shall therefore be treated as a secured debt) if all of the following conditions are fulfilled:

• Theassetstoberepurchasedorredeemedareidenticaloressentiallyidenticaltotheassetstransferred;

• Theagreementistorepurchaseorredeemtheassetsbeforethematuritydate,atafixedorfixableprice;and

• Theagreementisexecutedsimultaneouslywiththetransfer.

The update will apply to periods beginning after December 15, 2011 (i.e. starting January 1, 2012), and will be implemented

prospectively with regard to new transactions and existing transactions changed at the beginning of the first quarterly or

annual period after the inception date.

The initial implementation of this standard is not expected to have a material effect.



(5) A New System of New Financial Reporting Standards Concerning the Consolidation of Financial Statements and Related Matters In May 2011, the IASB published a new system of standards, which is part of the consolidation project conducted jointly by

the IASB and the FASB, and essentially replaces the existing standards concerning the consolidation of financial statements

and joint transactions, and includes a number of changes with regard to equity-basis investees. Pursuant to the directives of

the Supervisor of Banks, banking corporations shall routinely update the accounting treatment of matters adopted in the

Public Reporting Directives. Such update is required prior to the inception date and according to the transitional directives

established in new IFRS to be published on these matters, and in accordance with the adoption principles and clarifications of

the Supervisor of Banks. In light of the foregoing, the implementation of the rules established in the new system of standards

concerning the consolidation of financial statements and related matters shall be performed subject to the guidelines set

forth in the Public Reporting Directives, among other matters, concerning the implementation of the standard, on matters

regarding which specific rules were established or adopted in the Public Reporting Directives that differ from the rules set

forth in the standard and/or in the guidelines referring to the standard.

A. IFRS 10, Consolidated Financial Statements

This standard replaces the instructions of IAS 27, Consolidated and Separate Financial Statements, and SIC 12, Consolidation –

Special Purpose Entities, with regard to the consolidation of financial statements, so that the instructions in IAS 27 will

continue to apply only to separate financial statements.

The standard presents a new control model to be used in determining whether an investor controls an affiliate and must

therefore consolidate it. The standard requires application of this model to all affiliated entities, both those currently covered

by IAS 27 and those currently covered by SIC 12. Under the model, an investor controls an affiliate when the investor is

exposed or entitled to variable returns deriving from the involvement in the affiliate, and has the ability to influence such

returns through power over the affiliate.

"De facto" circumstances are to be taken into consideration in evaluating control; thus, the standard essentially provides a

model of effective control. In other words, if effective control exists, the consolidation of financial statements is required. In

addition, in testing for control, all significant potential voting rights shall be taken into consideration, even if they cannot be

exercised immediately. With regard to potential voting rights, the structure of the rights, the reasons for the existence of

the rights, and the terms of the rights should be examined.

Notwithstanding the foregoing, note that the accounting treatment of variable interest entities is defined as a matter

related to the core business of banking, with regard to which banks are required to implement the rules set forth in

FAS 167 (ASC 810-10).

The standard will be implemented in annual periods beginning January 1, 2013 or later, by retroactive implementation. Early

implementation is possible, subject to disclosure, and subject to early adoption of the two additional standards published

concurrently: IFRS 11, Joint Arrangements, and IFRS 12, Disclosure of Interests in Other Entities.

In light of the fact that at this stage the Supervisor of Banks has not established specific instructions regarding the manner

of implementation of the new system of IFRS concerning the consolidation of financial statements and related matters, at

this stage it is not possible to estimate the expected effect of the implementation thereof.

B. IFRS 12, Disclosure of Interests in Other Entities

This standard contains comprehensive disclosure requirements regarding interests in subsidiaries, joint arrangements,

equity-basis investees, and structured entities.

Structured entities are entities constructed so that voting rights and similar interests are not the dominant factor in

determining the controlling party. The definition of interests in the standard is broad, and includes contractual and/or

noncontractual involvement that exposes the bank to changes in returns as a result of the performance of the affiliate.





The goal of the new disclosure requirements is to enable users of financial statements to understand the essence and

accompanying risks of the company’s interests in other entities, and to understand the effect of such interests on the financial

condition, results of operations, and cash flows of the company. This goal is expressed in extensive, comprehensive disclosure

requirements, including with regard to the judgment and significant assumptions used in establishing the essence of the

interests in entities and arrangements, interests in subsidiaries, interests in joint arrangements and equity-basis investees,

and interests in structured entities.

The standard shall be implemented for annual periods beginning January 1, 2013, or later. Early implementation is possible,

subject to early adoption of the two additional standards published concurrently: IFRS 11, Joint Arrangements, and IFRS 10,

Consolidated Financial Statements. However, the additional disclosure requirements under IFRS 12 can be included early

without the early adoption of the additional standards.


(6) ASU 2011-04, Fair Value Measurement This Accounting Standard Update updates the instructions regarding the manner of measuring fair value set forth in FAS

157 (ASU 820-10). The updates in the ASU include clarifications by the FASB of its intentions regarding the manner of

implementation of fair value measurement rules and the current disclosure requirements, as well as updates that establish

principles or specific requirements regarding fair value measurement and regarding the disclosure requirements pertaining

to fair value measurements.

Among other matters, these updates include additional clarifications and specific instructions with regard to the measurement

of fair value of financial instruments managed within a portfolio; rules for the measurement of fair value of instruments

classified in equity by the reporting entity; and clarifications regarding the application of premiums or discounts in calculating

the fair value of an accounting unit of an asset or liability. In addition, the standard sets forth additional disclosure requirements,

as follows:

A. With regard to fair value measurements classified as Level 3 in the fair value hierarchy:

• Theassessmentprocessimplementedbythereportingentity;

• Analysisofthesensitivityofthefairvaluemeasurementtochangesinunobservableinputsandtheinteractionbetween

such unobservable inputs, if any.

B. Use of a nonfinancial asset in a manner different from the highest and best use, when the asset is measured at fair value

in the balance-sheet or when its fair value is included in the disclosures according to the assumption of highest and best

use.

C. Classification into levels, within the fair value hierarchy, for items not measured at fair value in the balance-sheet, but

for which the disclosure of fair value is required.

The standard will be implemented in annual periods beginning January 1, 2012. Early implementation is not permitted. The

updates established in the ASU shall be implemented prospectively.

The initial implementation of this standard is expected to have no effect, other than the change in presentation



(NIS millions)

Composition:

December 31

2011 2010

Cash on hand and deposits with central banks 50,002 45,576

Deposits with commercial banks 5,788 4,755

Total* 55,790 50,331

* Of which: cash, deposits with banks and central banks for an original period of up to three months 53,975 49,274

Note 2Cash on Hand and Deposits with Banks



(NIS millions)

Composition:


Book value Amortized cost (in shares-cost)

Unrealized profits from




Fair value*

1) Debentures held to maturity

Of Israeli government 57 57 - - 57

Of financial institutions in Israel 804 804 57 - 861

Of foreign financial institutions 8 8 - - 8

Total debentures held to maturity 869 869 57 - 926

Cumulative other comprehensive income


Profits Losses Fair value*

2) Securities available for sale

Debentures and bonds:

Of Israeli government 23,859 23,738 176 (55) 23,859

Of foreign governments 2,053 2,041 18 (6) 2,053


Of foreign financial institutions 1,026 1,033 13 (20) 1,026

Asset-backed securities (ABS) 7 7 - - 7

Of others in Israel 547 539 18 (10) 547

Of foreign others 747 724 24 (1) 747

Total debentures and bonds available for sale 28,412 28,251 253 (92) 28,412

Shares:

Of others 1,538 1,343 198 (3) (1)1,538

Total Securities available for sale 29,950 29,594 (2)451 (2)(95) (1)29,950

* Fair value data is usually based on stock exchange prices, which do not necessarily reflect the price which will be obtained from a large-volume sale of securities.

(1) Including shares and options for which no fair value is available, which are stated at cost, amounting to NIS 533 million.(2) Included in equity in the item "Adjustments in respect of presentation of securities available for sale at fair value".

Notes:a. For details of the results of activity in investments in debentures - see Note 23.b. For details of the results of activity in investments in shares - see Note 25.c. Israeli bonds and foreign bonds are differentiated according to the country of residence of the Issuer entity.

Note 3Securities



(NIS millions)

Note 3Securities(continued)







Fair value*

3) Securities held for trading


Of Israeli government 2,924 2,900 24 - 2,924

Of foreign governments 50 50 - - 50

Of financial institutions in Israel 10 10 - - 10


Of others in Israel 27 27 - - 27

Of foreign others 181 181 - - 181

Total debentures and bonds held for trading 3,540 3,516 24 - 3,540

Shares:

Of others 52 61 - (9) 52

Total securities held for trading 3,592 3,577 (2)24 (2)(9) 3,592

Total securities(3) 34,411 34,040 532 (104) (1)34,468

4) Data regarding impaired bonds

as at December 31,

2011

Set out below are the recorded debt balances of:

Impaired bonds accruing interest income 39

Impaired bonds not accruing interest income 4

Total recorded debt balances 43

* Fair value data is usually based on stock exchange prices, which do not necessarily reflect the price which will be obtained from a large-volume sale of securities.

(1) Including shares and options for which no fair value is available, which are stated at cost, amounting to NIS 533 million.(2) Attributed to the Statement of Profit and Loss.(3) Of which: Securities in the amount of approximately NIS 5.4 billion were pledged to lenders - see Note 14.




(NIS millions)

Note 3Securities (continued)

Composition:

as at December 31, 2010*






Fair value**

1) Debentures held to maturity

Of Israeli government 53 53 - - 53



Total debentures held to maturity 793 793 72 - 865

Cumulative other comprehensive income


Profits Losses Fair value**

2) Securities available for sale



Of foreign governments 2,497 2,449 49 (1) 2,497

Of foreign financial institutions 2,269 2,232 43 (6) 2,269

Asset-backed securities (ABS) 262 277 - (15) 262

Of others in Israel 1,010 966 44 - 1,010

Of foreign others 889 859 33 (3) 889

Total debentures and bonds available for sale 26,170 25,882 341 (53) 26,170

Shares:

Of others 2,221 1,724 499 (2) (1)2,221

Total Securities available for sale 28,391 27,606 (2)840 (2)(55) (1)28,391

* On November 15, 2011, the Supervisor of Banks issued a circular concerning disclosure of investments in securities and description of the business of banking corporations, which established new disclosure requirements with regard to securities. Accordingly, the Bank reclassified the data as at December 31, 2010 to match the item headings and presentation method of the current period.

** Fair value data is usually based on stock exchange prices, which do not necessarily reflect the price which will be obtained from a large-volume sale of securities.

(1) Including shares and options for which no fair value is available, which are stated at cost, amounting to NIS 533 million.(2) Included in equity in the item "Adjustments in respect of presentation of securities available for sale at fair value".




(NIS millions)


as at December 31, 2010*






Fair value**

3) Securities held for trading



Of foreign governments 45 45 - - 45


Of others in Israel 22 20 2 - 22

Of foreign others 113 113 - - 113

Total debentures and bonds held for trading 2,356 2,352 5 (1) 2,356

Shares:

Of others 64 72 1 (9) 64

Total securities held for trading 2,420 2,424 (2)6 (2)(10) 2,420

Total securities(3) 31,604 30,823 918 (65) (1)31,676

* On November 15, 2011, the Supervisor of Banks issued a circular concerning disclosure of investments in securities and description of the business of banking corporations, which established new disclosure requirements with regard to securities. Accordingly, the Bank reclassified the data as at December 31, 2010 to match the item headings and presentation method of the current period.

** Fair value data is usually based on stock exchange prices, which do not necessarily reflect the price which will be obtained from a large-volume sale of securities.

(1) Including shares and options for which no fair value is available, which are stated at cost, amounting to NIS 533 million.(2) Attributed to the Statement of Profit and Loss.(3) Of which: Securities in the amount of approximately NIS 6.0 billion were pledged to lenders - see Note 14.




(NIS millions)


4) Additional consolidated data regarding the asset-backed securities available for sale


Cumulative other comprehensive profit

Amortized cost (in shares cost)

Unrealized profits*

Unrealized losses*

Fair value

Asset-backed securities (ABS):

Commercial and Industrial loans 277 - (15) **262

* Included in equity in the item "Adjustments in respect of presentation of securities available for sale at fair value".** Most of this investment was settled during 2011.

5) Further details regarding asset-backed securities available for sale in an unrealized loss position from adjustments to fair value


Less than 12 months 12 months and above Total

Fair Value Unrealized losses



Asset-backed securities (ABS):

Commercial and Industrial loans - - 252 (15) 252 (15)



(NIS millions)

General As of January 1, 2011, the Bank has implemented the new directive of the Supervisor of Banks concerning the measurement

and disclosure of impaired debts, credit risk, and provision for credit losses. In light of the fact that the new directive was

implemented prospectively, without restatement of comparative figures, data for the current period are presented below, for

the purpose of comparability of the disclosure, in relation to the relevant balances as at December 31, 2010 (pro-forma data),

as they would have been if the directive had been implemented for the first time that year. The pro-forma data were published

for the first time in the Annual Financial Statements for 2010. Subsequent to clarifications published by the Supervisor of

Banks and checks conducted by the Bank during the period, the pro-forma data were restated.

A. Credit to the public

Pro-forma data


Recorded debt

balance


losses

Net debt balance

Recorded debt

balance


losses

Net debt balance

Credit to the public examined on an individual basis* 149,320 3,075 146,245 136,792 4,110 132,682

Credit to the public examined on a group basis** 101,272 1,022 100,250 92,430 903 91,527

Total credit to the public 250,592 4,097 246,495 229,222 5,013 224,209

Of which: Customers’ liabilities for acceptances 305 3 302 380 3 377

* Including credit examined on an individual basis and found to be unimpaired. The allowance for credit losses in respect of such credit was calculated on a group basis.

** Credit for which the allowance for credit losses is assessed on a group basis using the method of the extent of arrears, pursuant to the appendix to Proper Conduct of Banking Business Directive No. 314, and other credit not individually examined for which the provision for credit losses was calculated on a group basis.

B. Credit to the public examined on an individual basis:1. Credit to the public examined on an individual basis includes:

Pro-forma data


Recorded debt

balance


losses

Net debt balance

Recorded debt

balance


losses

Net debt balance

Impaired credit to the public* 8,609 1,608 7,001 11,158 2,944 8,214

Unimpaired credit to the public, 30 to 89 days in arrears** 648 16 632 383 13 370

Other unimpaired credit to the public** 140,063 1,451 138,612 125,251 1,153 124,098

Total unimpaired credit to the public** 140,711 1,467 139,244 125,634 1,166 124,468

Total individually examined credit to the public 149,320 3,075 146,245 136,792 4,110 132,682

* Impaired credit does not accrue interest income, with the exception of certain credit in restructuring, as noted in sub-section 4 below.

** Credit examined individually and found to be unimpaired. The allowance for credit losses in respect of this credit was calculated on a group basis.

Note 4Credit to the public and allowance for credit losses



(NIS millions)

B. Credit to the public examined on an individual basis (continued):Additional information regarding impaired credit to the public examined individually

Pro-forma data

Dec. 31, 2011

Dec. 31, 2010

2.

Impaired credit to the public for which an individual credit loss allowance exists 5,290 8,482

Impaired credit to the public for which an individual credit loss allowance does not exist 3,319 2,676

Total impaired credit to the public 8,609 11,158

3.

Impaired credit to the public measured at the current value of cash flows 5,639 7,744

Impaired credit to the public measured by the value of collateral 2,970 3,414

Total impaired credit to the public 8,609 11,158

4. Problematic credit in restructuring where the terms of the credit have been changed

Pro-forma data


Recorded debt

balance


losses

Net debt balance

Recorded debt

balance


losses

Net debt balance

Not accruing interest income 3,255 635 2,620 3,339 915 2,424

Accruing interest income 357 - 357 271 - 271

Total credit (included in impaired credit to the public) 3,612 635 2,977 3,610 915 2,695

Commitments to grant additional credit to debtors whose problematic credit has been restructured with changes to the terms of the credit totaled NIS 65 million as at December 31, 2011 (December 31, 2010: NIS 151 million).

5.


Average recorded debt balance of impaired credit to the public in the reported period 9,867

Total interest income recorded in the reported period in respect of this credit, during the period of time in which it was classified as impaired* 171

Total interest income that would have been recorded in the reported period, if this credit had accrued interest according to its original terms 887

* Of which: Interest income recorded according to the cash base accounting method 139

Note 4Credit to the public and allowance for credit losses (continued)



(NIS millions)

C. Credit to the public examined on a group basis includes: 1. Housing loans in respect of which a minimum provision for credit losses was performed based on the

extent of arrears, pursuant to the appendix of Proper Conduct of Banking Business Directive No. 314:

December 31, 2011

Extent of arrears

30 to 90 days More than 90 days

Over a month, up to 3 months

Over 3 months, up to 6 months

Over 6 months,

up to 15 months

Over 15 months,

up to 33 months

Over 33 months

Total over 3 months

Balances in respect of refinanced

loans in arrears***

Total

Amount in arrears 9 14 18 19 99 150 14 173

Of which: Allowancefor interest* - - - 1 43 44 5 49

Recorded debt balance(1) 580 276 184 77 102 639 365 1,584

Allowance for credit losses** - - 26 39 93 158 141 299

Net debt balance 580 276 158 38 9 481 224 1,285

Pro-forma data

December 31, 2010

Extent of arrears

30 to 90 days More than 90 days

Over a month,

up to 3 months

Over 3 months, up to 6 months

Over 6 months,

up to 15 months

Over 15 months,

up to 33 months

Over 33 months

Total over 3 months

Balances in respect of refinanced

loans in arrears***

Total

Amount in arrears 9 10 22 22 101 155 15 179

Of which: Allowance for interest* - - - 1 41 42 5 47

Recorded debt balance****(1) 550 252 218 86 116 672 369 1,591

Allowance for credit losses** - - 33 40 90 163 147 310

Net debt balance**** 550 252 185 46 26 509 222 1,281

* In respect of interest on amounts in arrears.** Includes the balance of the individual allowance, beyond the level required under the method of the extent of arrears; does

not include the balance of the allowance for interest and the balance of the group allowance in respect of housing loans. *** Loans in which an arrangement has been signed for repayment of the arrears of the borrower, where the amortization

schedule has been changed in respect of the balance of the loan that has not yet matured. **** Restated for presentation of amounts excluding interest on arrears and early repayment fees.(1) Excluding interest on arrears and early repayment fees.




(NIS millions)

C. Credit to the public examined on a group basis includes (continued):2. Other credit not individually examined, for which the credit loss allowance was calculated on a group basis:

Pro-forma data


Recorded debt

balance


losses

Net debt balance

Recorded debt

balance


losses

Net debt balance

Unimpaired credit to the public, 90 days or more in arrears 135 52 83 157 46 111

Unimpaired credit to the public, 30 to 89 days in arrears 392 38 354 402 37 365

Other unimpaired credit to the public 51,539 546 50,993 48,495 459 48,036

Total 52,066 636 51,430 49,054 542 48,512

D. Allowance for credit losses in respect of debts and in respect of off-balance-sheet credit instruments:

Allowance for credit losses

On a group basis

Individual By extent of arrears

Other* Total

Allowance for credit losses(1) as at December 31, 2010 (2)10,296 (3)261 (4)1,032 11,589

Year ended on December 31, 2011:

Net accounting write-offs recognized as at January 1, 2011** (7,712) - - (7,712)

Other changes in the provision for credit losses as at January 1, 2011 (allocated to equity)** 561 49 1,067 1,677

Allowance for credit losses as at January 1, 2011 3,145 310 2,099 5,554

Provision for credit losses 349 12 841 1,202

Accounting write-offs (1,858) (23) (461) (2,342)

Collection of debts written off in accounting in previous years 56 - 190 246

Net accounting write-offs (1,802) (23) (271) (2,096)

Allowance for credit losses as at December 31, 2011 1,692 299 2,669 4,660

Of which: Allowance not deducted from the item "credit to the public" 84 - 479 563

* Including provisions on a group basis in respect of debts examined individually and found to be unimpaired.** As a result of the initial implementation of the new directives regarding the measurement of impaired debt and provision for

credit losses.(1) This amount was presented under the item "provision for doubtful debts" before January 1, 2011. (2) This amount was presented under the item "other specific provision" before January 1, 2011. (3) This amount was presented under the item "specific provision by extent of arrears" before January 1, 2011. (4) This amount was presented under the item "supplementary provision" before January 1, 2011.

Note: Pursuant to the new directives on the measurement of impaired debts and provision for credit losses, as of January 1, 2011, banking corporations are not required to maintain a general, supplementary, and extraordinary provision for doubtful debts.




(NIS millions)

D. Allowance for credit losses in respect of debts and in respect of off-balance-sheet credit instruments (continued): Set out below are data on the provisions for doubtful debts, according to the classifications established in the directives of the Supervisor of Banks that were in effect until December 31, 2010, and before the implementation of the new directives on the measurement and disclosure of impaired debts, credit risk, and provision for credit losses:

Specific Provision** Supplementary Provision***

Total

According to the extent of

arrears

Other

Balance as at January 1, 2009 285 9,374 1,053 10,712

Provisions for 2009 110 2,320 71 2,501

Reduction of provisions* (122) (301) (15) (438)

Recoveries of debts written-off in previous years - (46) - (46)

Provision charged to statement of profit and loss (12) 1,973 56 2,017

Write-offs, net**** - (1,113) - (1,113)

Balance as at December 31, 2009 273 10,234 1,109 11,616

Provisions for 2010 102 1,723 20 1,845

Reduction of provisions* (112) (553) (97) (762)

Recoveries of debts written-off in previous years - (53) - (53)

Provision charged to statement of profit and loss (10) 1,117 (77) 1,030

Write-offs,net**** (2) (1,055) - (1,057)

Balance as at December 31, 2010 261 10,296 1,032 11,589

* In 2010 includes NIS 7 million (2009: NIS 5 million) in respect of housing credit which was calculated in the past according to the extent of arrears and upon realization of the collateral, was reevaluated on a specific basis.

** Not including provision for interest on doubtful debts after the debts were declared doubtful. In loans for which a provision was made according to the extent of arrears, not including provision for interest in respect of the debt in arrears.

*** Including a general provision for doubtful debts.**** Less collected debt which was written off this year.




(NIS millions)

D. Allowance for credit losses in respect of debts and in respect of off-balance-sheet credit instruments (continued):


On a group basis

Individual By extent of arrears

Other* Total

Composition of the allowance as at December 31, 2011:

In respect of credit to the public 1,608 299 2,190 4,097

In respect of debts other than credit to the public - - 6 6

In respect of off-balance-sheet credit instruments (included in the "other liabilities" item) 84 - 473 557


Composition of the allowance as at December 31, 2010 (pro-forma data)(1):

In respect of credit to the public 2,944 310 1,759 5,013

In respect of debts other than credit to the public - - 5 5

In respect of off-balance-sheet credit instruments (included in the "other liabilities" item) 201 - 335 536


* Includes the allowance on a group basis in respect of debts examined individually and found to be unimpaired.(1) The information is presented as it would be if the amendment to the appendix of Proper Conduct of Banking Business No. 314

was implemented for the first time on December 31, 2010.




(NIS millions)

E. Additional details regarding housing loans and the manner of calculation of the allowance for credit losses

December 31, 2011

Housing loans Housing loans – impaired or more than 90 days in arrears


other*

Recorded debt balance

Amount in arrears***


By extent of arrears

On a group

basis

On an individual

basis

Total

Housing loans requiring calculation of allowance for credit losses based on extent of arrears** 49,206 164 997 299 87 - 386

Other housing loans(2) 138 - - - 1 - 1

Total ******49,344 164 997 *****299 88 - 387

Pro-forma data(1)

December 31, 2010

Housing loans Housing loans – impaired or more than 90 days in arrears


other*


Amount in arrears***

Recorded debt balance****

By extent of arrears

On a group

basis

On an individual

basis

Total

Housing loans requiring calculation of allowance for credit losses based on extent of arrears 43,376 170 1,035 310 50 - 360

Other housing loans(2) 76 - - - 1 - 1

Total ******43,452 170 1,035 *****310 51 - 361

* The allowance also includes the group allowance in respect of housing loans granted from 2009 forward in which the ratio of the debt to the value of the pledged asset when the credit was granted (LTV) is greater than 60%.

** Of which: General-purpose loans with the mortgage of a residence, in the amount of approximately NIS 4,240 million. *** Includes interest on the amount in arrears.**** Restated for presentation of amouts excluding interest on arrears and early repayment fees.***** Includes the allowance beyond the requirement based on the extent of arrears in the amount of approximately NIS 24 million

(December 31, 2010: NIS 11 million). ****** Of which: Floating-rate housing loans in the amount of approximately NIS 35,177 million (December 31, 2010:

NIS 29,174 million).(1) The information is presented as it would be if the amendment to the appendix of Proper Conduct of Banking Business

No. 314 was implemented for the first time on December 31, 2010. (2) This group includes housing loans not repaid in monthly or quarterly installments, and loans used to finance commercial

real estate.




F. Balances of credit to the public(1) and of off-balance-sheet credit risk(1)(2) according to the size of credit per borrower:

December 31, 2011

Credit per borrower (in thousands of NIS)

Number of borrowers(3)

Credit*(1)

Off-Balance sheet credit

risk(1)(2)

NIS millions

Up to 10 2,025,959 4,254 1,632

From 10 to 20 304,512 2,812 3,250

From 20 to 40 367,006 4,633 8,523

From 40 to 80 269,358 8,635 8,998

From 80 to 150 141,096 10,178 6,701

From 150 to 300 91,444 13,573 6,562

From 300 to 600 58,983 20,690 4,802

From 600 to 1,200 33,927 23,498 4,214

From 1,200 to 2,000 8,702 10,994 2,207

From 2,000 to 4,000 4,583 9,846 2,755

From 4,000 to 8,000 2,043 8,363 2,987

From 8,000 to 20,000 1,425 12,231 5,366

From 20,000 to 40,000 701 12,597 6,678

From 40,000 to 200,000 795 41,554 26,291

From 200,000 to 400,000 154 25,065 18,818

From 400,000 to 800,000 65 21,714 13,444

From 800,000 to 1,200,000 18 9,729 7,237

From 1,200,000 to 1,600,000 7 5,719 3,402

From 1,600,000 to 2,000,000 5 5,358 3,250

From 2,000,000 to 2,400,000 2 1,745 2,391

From 2,400,000 to 3,200,000 2 4,126 1,049

Over 3,200,000 2 1,597 5,306

Total 3,310,789 258,911 145,863

* Credit to the public, investments in corporate bonds, other debts of the public, other assets in respect of derivative instruments against the public, at a total of NIS 250,592, 2,867, 687 and 4,765 million, respectively.

(1) Credit and off-balance-sheet credit risk are presented before the effect of the allowance for credit losses, and before the effect of deductible collateral for the purposes of the indebtedness of a borrower and borrowers group.

(2) Credit risk in respect of off-balance-sheet financial instruments as calculated for purposes of borrower debt limitations (Excluding unutilized credit-card credit facilities under the responsibility of other banks in the amount of approximately NIS 10,163 million), pursuant to the amended Proper Conduct of Banking Business Directive No. 313, which took effect on December 31, 2011.

(3) The number of borrowers is calculated according to total credit and off-balance-sheet credit risk.

Note:The figures of credit and off-balance-sheet credit risk (hereinafter - "the credit") in the credit brackets up to NIS 8,000 thousand, including the number of borrowers, were calcualted by aggregating the data in each credit bracket of each subsidiary (consolidation on the basis of layers), whereas the data on the credit over NIS 8,000 thousand, including the number of borrowers , was calculated by aggregating the credit of each borrower throughout the Bank Hapoalim Group and classified in the respective credit bracket (specific consolidation).




F. Balances of credit to the public(1) and of off-balance-sheet credit risk(1)(2) according to the size of credit per borrower (continued):

December 31, 2010

Number of borrowers(3)

Credit*(1) Off-Balance-Sheet

credit risk(1)(2)

Credit per borrower (in thousands of NIS) NIS millions

Up to 10 1,722,842 5,015 1,339

From 10 to 20 414,618 4,010 2,847

From 20 to 40 392,258 5,144 7,393

From 40 to 80 290,686 8,175 8,325

From 80 to 150 149,470 9,148 6,371

From 150 to 300 93,299 12,383 6,329

From 300 to 600 59,493 19,476 5,038

From 600 to 1,200 31,230 20,063 5,030

From 1,200 to 2,000 7,878 9,312 2,527

From 2,000 to 4,000 4,148 8,557 2,672

From 4,000 to 8,000 1,891 7,736 3,097

From 8,000 to 20,000 1,280 11,130 4,809

From 20,000 to 40,000 629 11,688 5,852

From 40,000 to 200,000 771 38,381 26,959

From 200,000 to 400,000 131 20,284 16,885

From 400,000 to 800,000 68 21,232 16,518

From 800,000 to 1,200,000 17 10,143 6,657

From 1,200,000 to 1,600,000 6 4,237 3,747

From 1,600,000 to 2,000,000 7 4,361 7,700

From 2,000,000 to 2,400,000 1 2,061 69

From 2,400,000 to 3,200,000 1 928 1,972

Over 3,200,000 1 3 3,754

Total 3,170,725 233,467 145,890

* Credit to the public, investments in corporate bonds, securities which were borrowed or bought under agreements to resell, other assets in respect of derivative instruments against the public, at a total of NIS 226,320, 4,180, 0 and 2,967 million, respectively.

(1) Credit and off-balance-sheet credit risk are presented net of specific provisions for doubtful debts.(2) Credit risk in respect of off-balance-sheet financial instruments as calculated for purposes of borrower debt limitations (Excluding

unutilized credit-card credit facilities under the responsibility of other banks in the amount of approximately NIS 9,744 million), pursuant to Proper Conduct of Banking Business Directive No. 313 (old version).

(3) The number of borrowers is calculated according to total credit and off-balance-sheet credit risk.

Note:The figures of credit and off-balance-sheet credit risk (hereinafter - "the credit") in the credit brackets up to NIS 8,000 thousand, including the number of borrowers, were calcualted by aggregating the data in each credit bracket of each subsidiary (consolidation on the basis of layers), whereas the data on the credit over NIS 8,000 thousand, including the number of borrowers , was calculated by aggregating the credit of each borrower throughout the Bank Hapoalim Group and classified in the respective credit bracket (specific consolidation).




(NIS millions)

G. Transfers of Debts Classified as Credit to the Public and Recognized as Sales in AccountingThe Bank executes credit sale transactions, in order to reduce the credit risk of the Bank. In most cases, the Bank continues

to serve as administrator of the loans that have been sold, including the operation of the rights and authority granted to

financiers by in the financing agreements, for and on behalf of the financiers. In 2011, the Bank sold credit at a volume of

NIS 1,114 million (2010: NIS 1,825 million), out of credit balances of NIS 2,606 million (2010: NIS 6,938 million).

Composition:

December 31

2011 2010

Credit to the Government of Israel 80 6

Credit to foreign governments 536 333

Total credit to governments 616 339

A. Composition:

December 31

2011 2010

Equity-Basis Investees

Investment in shares stated on the equity-basis 97 106

Other investments

Shareholders' loans 28 26

Total investments 125 132

Of which:

Accrued post-acquisition profits, net 59 64

Details of the book value and market value of marketable investments:

Book value 21 23

Market value 25 41

B. Share in the profits of equity-basis investees, net

2011 2010 2009

The Bank's share in net operating profits (losses) of equity-basis investees* (5) 3 (15)

* After amortization of goodwill.


Note 5Credit to Governments

Note 6Investments in Equity-Basis Investees



C. Details of principal subsidiary and affiliated companies

Share in capital granting the right to

receive profits

Share in voting rights

Investment in shares on equity basis(4)

Goodwill balance and other intangible

assets

Contribution to net operating

profit attributed to shareholders of the bank

Contribution to net profit from extraordinary

transactions

Dividend recorded

Other items accumulated in

equity(5)

Guarantees for the company in favor of

bodies outside the Group

December 31 December 31 December 31 December 31 December 31

2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010

% % % % NIS millions NIS millions

Subsidiary companies:

Bank Hapoalim (Switzerland) Ltd., Commercial bank in Switzerland 100 100 100 100 1,506 1,374 44 58 138 145 - - - - (6) 11 - -

Bank Hapoalim (Cayman) Ltd., Commercial bank in the Cayman Islands 100 100 100 100 246 226 - - 20 (13) - - - - - - - -

Bank Hapoalim (Luxembourg) S.A., Commercial bank in Luxembourg 100 100 100 100 42 52 - - (11) (18) - - - - 1 - - -

Bank Pozitif Kredi ve Kalkinma Bankasi Anonim Sirketi, Commercial bank in Turkey 69.8 69.8 69.8 69.8 371 598 - - (110) (2)(110) - - (5) (9) (112) (4) - -

JSC Bank Pozitiv, Commercial bank in Kazakhstan(1) 69.8 69.8 69.8 69.8 210 114 - - 9 (3)(30) - - - - 87 18 - -

Isracard Ltd., Credit card services(6) 98.2 98.2 98.2 98.2 1,402 1,242 - 7 198 163 5 4 - - (43) (20) - 1

Poalim Capital Markets Investment Bank Ltd 100 100 100 100 696 656 - - 41 34 - - - - (1) (3) - -

Diur B.P. Ltd.- Asset management 100 100 100 100 615 606 - - 13 17 - - - - (4) 3 - -

Tarshish Holdings and Investments Poalim Ltd., Financial company 100 100 100 100 3,969 3,878 - - 139 163 - - - - (48) 40 - -

Opaz Ltd., Investments and holdings 100 100 100 100 347 341 - - 8 8 - - - - (2) (5) - -

Continental Poalim Ltd. Financial company 100 100 100 100 577 564 - - 12 11 - - - - 1 (2) - -

Pkaot Poalim Ltd. Financial company 100 100 100 100 286 278 - - 8 10 - - - - - (1) - -

Hapoalim Nechasim (Menayot) Ltd. Holding company 100 100 100 100 1,015 1,157 - - 48 39 - - - - (190) 71 - -

Hapoalim U.S.A. Holding Company Inc.(7) 100 100 100 100 1,599 1,474 - - 125 (101) - - - - - - - -

Sure - Ha International Ltd. Reinsurance Captive 100 100 100 100 270 594 - - 44 (16) - - (368) - - (3) - -

Poallim Sahar Ltd. - Operation and trading of securities 100 100 100 100 507 477 - - 30 32 - - - - - - - -

(1) The investment is presented based on the bank's share indirectly.(2) 2010: Including a provision for decline in value of goodwill of NIS 76 million.(3) 2010: Including a provision for decline in value of goodwill of NIS 24 million.(4) Including the balance of surplus costs attributed to goodwill, capital notes, net of cumulative losses for decline in value.(5) Including adjustments in respect of the presentation of certain securities of affiliates at fair value.(6) Including a cumulative effect as of the beginning of the year in the amount of NIS 15 million, due to the retroactive

implementation of the directives of the Supervisor of Banks concerning financial reporting on employee benefits.(7) Excluding an owners' loan in the amount of NIS 38 million (2010: NIS 36 million).

Note 6Investments in Equity-Basis Investees (continued)


C. Details of principal subsidiary and affiliated companies

Share in capital granting the right to

receive profits

Share in voting rights

Investment in shares on equity basis(4)

Goodwill balance and other intangible

assets

Contribution to net operating

profit attributed to shareholders of the bank

Contribution to net profit from extraordinary

transactions

Dividend recorded

Other items accumulated in

equity(5)

Guarantees for the company in favor of

bodies outside the Group

December 31 December 31 December 31 December 31 December 31

2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010

% % % % NIS millions NIS millions

Subsidiary companies:

Bank Hapoalim (Switzerland) Ltd., Commercial bank in Switzerland 100 100 100 100 1,506 1,374 44 58 138 145 - - - - (6) 11 - -

Bank Hapoalim (Cayman) Ltd., Commercial bank in the Cayman Islands 100 100 100 100 246 226 - - 20 (13) - - - - - - - -

Bank Hapoalim (Luxembourg) S.A., Commercial bank in Luxembourg 100 100 100 100 42 52 - - (11) (18) - - - - 1 - - -

Bank Pozitif Kredi ve Kalkinma Bankasi Anonim Sirketi, Commercial bank in Turkey 69.8 69.8 69.8 69.8 371 598 - - (110) (2)(110) - - (5) (9) (112) (4) - -

JSC Bank Pozitiv, Commercial bank in Kazakhstan(1) 69.8 69.8 69.8 69.8 210 114 - - 9 (3)(30) - - - - 87 18 - -

Isracard Ltd., Credit card services(6) 98.2 98.2 98.2 98.2 1,402 1,242 - 7 198 163 5 4 - - (43) (20) - 1

Poalim Capital Markets Investment Bank Ltd 100 100 100 100 696 656 - - 41 34 - - - - (1) (3) - -

Diur B.P. Ltd.- Asset management 100 100 100 100 615 606 - - 13 17 - - - - (4) 3 - -

Tarshish Holdings and Investments Poalim Ltd., Financial company 100 100 100 100 3,969 3,878 - - 139 163 - - - - (48) 40 - -

Opaz Ltd., Investments and holdings 100 100 100 100 347 341 - - 8 8 - - - - (2) (5) - -

Continental Poalim Ltd. Financial company 100 100 100 100 577 564 - - 12 11 - - - - 1 (2) - -

Pkaot Poalim Ltd. Financial company 100 100 100 100 286 278 - - 8 10 - - - - - (1) - -

Hapoalim Nechasim (Menayot) Ltd. Holding company 100 100 100 100 1,015 1,157 - - 48 39 - - - - (190) 71 - -

Hapoalim U.S.A. Holding Company Inc.(7) 100 100 100 100 1,599 1,474 - - 125 (101) - - - - - - - -

Sure - Ha International Ltd. Reinsurance Captive 100 100 100 100 270 594 - - 44 (16) - - (368) - - (3) - -

Poallim Sahar Ltd. - Operation and trading of securities 100 100 100 100 507 477 - - 30 32 - - - - - - - -

(1) The investment is presented based on the bank's share indirectly.(2) 2010: Including a provision for decline in value of goodwill of NIS 76 million.(3) 2010: Including a provision for decline in value of goodwill of NIS 24 million.(4) Including the balance of surplus costs attributed to goodwill, capital notes, net of cumulative losses for decline in value.(5) Including adjustments in respect of the presentation of certain securities of affiliates at fair value.(6) Including a cumulative effect as of the beginning of the year in the amount of NIS 15 million, due to the retroactive

implementation of the directives of the Supervisor of Banks concerning financial reporting on employee benefits.(7) Excluding an owners' loan in the amount of NIS 38 million (2010: NIS 36 million).

Note 6Investments in Equity-Basis Investees (continued)



(NIS millions)

A. Composition:

Buildings and land (including

installations and improvements

to rented properties)

Equipment, including

computers, furniture and

vehicles

Software**(1) Total

Cost of assets:

Balance as at December 31, 2009 3,539 1,788 2,447 7,774

Additions 88 236 363 687

Subtractions (86) (82) (55) (223)


Additions 133 172 368 673

Subtractions (16) (100) (90) (206)

Balance as at December 31, 2011* 3,658 2,014 3,033 8,705

Depreciation and losses from impairment:


Annual depreciation 133 203 379 715

Subtractions (73) (81) (55) (209)


Annual depreciation 119 212 387 718

Cumulative effect of initial implementation of certain IFRS 37 - - 37

Subtractions (16) (99) (90) (205)


Book value

Balance as at December 31, 2009 2,003 607 1,235 3,845



Weighted average depreciation rate, in %, as at December 31, 2010 4.3 **17.6 20.0

Weighted average depreciation rate, in %, as at December 31, 2011 4.2 17.2 20.0

* Balance of fully depreciated assets included in balance of cost of assets: Buildings and land, including installations and improvements to rented properties: NIS 891 million. Equipment, including computers, furniture, and vehicles: NIS 1,185 million; costs of software: NIS 768 million.** Reclassified.(1) Of which: Capitalized costs of software developed in house with a net balance-sheet balance in the amount of NIS 1,055 million

(December 31, 2010: NIS 1,011 million; December 31, 2009: NIS 969 million).

Note 7Buildings and Equipment



B. Additional details regarding depreciation:

The depreciation method and the main depreciation rates implemented by the Bank for the various groups of assets

are set out below:

Buildings - 2% per year in a straight line.

Land in administrative lease - according to the term of the lease.

Installations and improvements to rental properties - according to the rental period, taking into consideration the Bank's

intention to exercise the option to extend the rental period, if such an option exists.

Computers - 20% per year in a straight line.

Office equipment and furniture - 6-15% per year in a straight line.

Software - 20% per year in a straight line.

C. The Bank holds rights in the form of rental or lease in buildings and equipment, for a period not exceeding 49 years

from the balance-sheet date, in the amount of NIS 191 million (December 31, 2010: NIS 231 million).

D. The balance-sheet balance of buildings available for sale, in the amount of NIS 11 million (December 31, 2010:

NIS 13 million), is presented after deduction of the provision for impairment.

E. Rights to land in the amount of NIS 144 million (December 31, 2010: NIS 151 million) have not yet been recorded at the

Israel Land Registry Bureau, mainly due to delay in the unification of lots, or the rights are in the process of being recorded.

F. The balance-sheet balance of buildings not in use by the Bank, mainly rented buildings, totaled NIS 6 million

(December 31, 2010: NIS 5 million), representing investment property rented to others, in both periods.

Goodwill Customer relationships

Total

NIS millions

Cost

Balance for 2009-2011 235 136 371

Depreciation and losses from impairment

Balance as at December 31, 2009 101 64 165

Annual depreciation 19 14 33

Loss from impairment 108 - 108


Annual depreciation - 14 14

Loss from impairment 7 - 7


Book value



Balance as at December 31, 2011 - 44 44

Note 7Buildings and Equipment(continued)

Note 7AIntangible Assets and Goodwill



(NIS millions)

Composition:

December 31

2011 ***2010

Deferred tax assets, net** 2,315 *1,072

Current taxes - excess of advances paid over current liability for income tax 374 61

Assets received in respect of credit that was settled 13 3

Expenses of issue of debentures and subordinated notes 104 89

Accrued income 228 249

Prepaid expenses**** 217 276

Other receivables 1,437 1,289

Total other assets(1) 4,688 *3,039

(1) Of which: NIS 590 million in fair value (2010: NIS 580 million).* Restated following the retroactive implementation of the directives of the Supervisor of Banks regarding financial reporting

on employee benefits. For further details, see Note 1(E)(18) above. ** See also Note 29C.*** Reclassified following the initial implementation of certain international accounting standards in order to match the item

headings and presentation method of the current period, see Note 1(C)(4) above. **** Includes prepaid expenses in the amount of NIS 18 million in respect of operating leases in which the Bank Group is the

lessee.

Composition:

December 31

2011 2010

On demand deposits 47,805 43,806

Fixed time deposits 204,237 185,453

Deposits in savings plans 4,375 4,706

Total deposits from the public 256,417 233,965

Composition:

December 31

2011 2010

Commercial banks:

On demand deposits 1,529 1,383

Fixed time deposits 5,165 3,069

Acceptances 305 380

Special banking corporations:

Fixed time deposits 2 2

Total deposits from banks 7,001 4,834

Note 8Other Assets

Note 9Deposits from the Public

Note 10Deposits from Banks



A. Composition:

December 31

2011 2011 2010

Average life (in years)(1)

Internal rate of return(2)

NIS millions

In Israeli currency(3)

Unlinked 3.2 5.5% 6,265 5,909

Linked to the CPI 4.8 4.7% 24,646 20,296

In foreign currency(4) 0.7 4.4% 2,022 1,403

Total debentures and subordinated notes* 4.3 4.8% 32,933 27,608

Of which: subordinated note

Included in Tier 1 capital 2,388 2,328

Included in Upper Tier 2 capital 2,689 2,635

Included in Lower Tier 2 capital 12,707 10,359

Others not included in capital 3,935 3,641

Total subordinated notes 4.9 5.2% 21,719 18,963

* According to the conditions of the issue, under cetain circumstances, the notes are eligible for early redemption. In order to guarantee debentures issued by consolidated companies, liens were recorded on those company's assets.(1) The average life is the weighted average of maturity periods, taking into account the future cash flows discounted at the internal

rate of return. (2) The internal rate of return represents the interest rate which equates the amount presented in the balance-sheet with the

present value of the future cash flows.(3) Of which: listed on the Tel-Aviv Stock Exchange in the amount of NIS 25,481 million (December 31, 2010: NIS 22,876 million)

and the remaining are not listed. (4) Listed in stock exchanges abroad.

B. Additional details regarding subordinated notes:(1) Subordinated capital notes (Series B) that were issued in 2004 and subordinated capital notes (Series C) that were issued

in November 2007 and September 2008 for a period of 99 years, and that can be redeemed early with effect from the

fifteenth year from their issue. Subordinated capital notes (Series D) that were issued in September 2009 for a period of

49 years, and that can be redeemed early with effect from the tenth year from their issue. In accordance with the terms of

the issue, when certain events occur, the capital notes will be converted to ordinary shares of the Bank. The subordinated

capital notes have been approved by the Supervisor of Banks as "hybrid capital instruments" that are included in the Bank's

tier I capital. The aforementioned capital notes are listed for trading on the Tel Aviv Stock Exchange.

(2) Subordinated capital notes (Series A) that were issued in 2001 for a period of 99 years, and that can be redeemed

early with effect from the fifteenth year from their issue. Subordinated capital notes Series 1 that were issued in June

2009 for a period of 50 years, and that can be redeemed early with effect from the eleventh year from their issue.

In accordance with the terms of the issue, when certain events occur, the capital notes will be converted to ordinary

shares of the Bank. The subordinated capital notes have been approved by the Supervisor of Banks as "hybrid capital

instruments" that are included in the Bank's upper tier II capital. The aforementioned capital notes are listed for trading

on the Tel Aviv Stock Exchange.

C. Raising Regulatory Capital:In 2011, the Bank raised NIS 3,349 million in subordinated notes to be recognized as Lower Tier II Capital.

After the balance-sheet date, in February 2012, the Bank issued subordinated notes through Hapoalim Hanpakot in the

amount of approximately NIS 1.5 billion, which will be included in Lower Tier II capital, subject to the limit in the Proper

Conduct of Banking Business Directives.

Note 11Debentures and Subordinated Notes



(NIS millions)

Composition:

December 31

2011 ***2010

Deferred tax liability, net** 121 152

Current taxes - excess of current liability for income tax over advances paid 38 294

Deferred income 406 449

Employees, in respect of salaries 1,633 *1,607

Severance pay, retirement compensation, and pensions reserve**** 2,008 *1,754

Accrued expenses 466 497

Creditors in respect of activities in credit cards 13,453 13,024

Provision for credit losses with respect to items not included in credit to the public 557 206

Other creditors and credit balances 1,717 1,831

Total other liabilities(1) 20,399 *19,814

* Restated following the retroactive implementation of the directives of the Supervisor of Banks regarding financial reporting on employee benefits. For further details, see Note 1(E)(18) above.

** See also Note 29C.*** Reclassified following the initial implementation of certain accounting international standards in order to match the item

headings and presentation method of the current period, see Note 1(C)(4) above.**** See also Note 15.(1) Of which: NIS 590 million in fair value (2010: NIS 580 million).

Note 12Other Liabilitites



A. Share Capital

Amount in NIS

Registered Issued and paid-up*

December 31 December 31

2011 2010 2011 2010

Ordinary shares of NIS 1 par value 4,000,000,000 4,000,000,000 1,323,805,735 1,324,290,957

* Issued capital after the deduction of 5,183,853 ordinary shares (December 31, 2010: 653,853 ordinary shares) purchased by the Bank, as detailed below.

The shares are registered for trading on the Tel-Aviv and London stock exchanges.

B. Transactions in the Capital of the Corporation 1. On November 11, 2010, the Supervisor of Banks approved a buyback of 12,750,000 shares by the Bank for the

purposes of the employee compensation plan, under the extension plan of September 2009 (see Note 16(A)(1) below),

as well as an additional buyback of up to 14,000,000 shares for the purposes of the senior executives’ compensation plan

(see Note 15 below). The Board of Directors of the Bank approved the buyback plan on March 30, 2011. Near the date of

publication of the Financial Statements, the balance of shares acquired amounts to 5,000,000 shares, at a cost of approximately

NIS 81 million.

2. Pursuant to an approval of the Supervisor of Banks, in 2009, the Bank purchased 700,000 ordinary shares of par value

NIS 1 each of the Bank through an external entity, with the aim of using the shares as a pool from which to transfer shares

in the event of the exercise of options allocated to the former chairman of the Board of Directors and the former chief

executive officer of the Bank, as detailed in Note 16(A)(4) below. The remaining shares, following the exercise by the former

chairman of the board, as described above, amount to 653,853 ordinary shares at a cost of approximately NIS 10 million.

For details regarding share-based payment transactions for employees, see Note 16 below.

C. DividendsThe Board of Directors updated the Bank’s policy on dividend distribution on May 30, 2011. Pursuant to the policy

established, up to half of net operating profits will be distributed each year, subject to the capital targets of the Bank, as

established by the Board of Directors. Dividends from nonrecurring profits will be distributed according to ad-hoc decisions

by the Board of Directors.

In addition to restrictions under the Companies Law, dividend distribution by banking corporations is subject to regulation

applicable to banking corporations in Israel, pursuant to which no dividends shall be distributed: (A) If the cumulative balance

of retained earnings of the bank according to its last published financial statements is not positive, or if the payout would

lead to a negative balance; (B) when one or more of the last three calendar years ended in a loss; (C) when the cumulative

result of the three quarters ended at the end of the interim period for which the last financial statement has been released

indicates a loss; (D) if the payout would cause the bank's ratio of capital to risk-adjusted assets to fall below the required

rate; (E) from capital reserves or positive differences resulting from the translation of financial statements of autonomous

units abroad; (F) if after the payout the bank's non-monetary assets would exceed its shareholders' equity; or (G) if the bank

does not comply with the requirements of Section 23A of the Banking Law, which establishes a limit on the percentage of

capital that a banking corporation may invest in non-financial corporations. Notwithstanding the above, in certain cases the

Bank can distribute dividends even if the aforesaid circumstances apply, if it obtains prior written approval of the Supervisor

of Banks for such distribution, up to the amount thus approved.

Note 13 Capital and Capital Adequacy



In addition, according to the circular of the Supervisor of Banks of June 2010, a banking corporation shall not distribute

dividends unless it has a core Tier I capital ratio of at least 7.5%, or if such distribution would cause a failure to comply with

the aforesaid ratio.

In addition, pursuant to the terms of the Subordinated Notes (Series A), no dividends shall be distributed in the following

cases: (A) If interest payments in respect of these notes are suspended, the Bank shall not pay dividends to its shareholders

until all of the suspended interest payments are paid in full, whether such dividends are declared prior to the Bank's

announcement regarding the formation of circumstances for suspension, or whether the dividends are declared after such

an announcement; and (B) If the payout would cause the Bank's ratio of core Tier I capital to risk-adjusted assets to fall

below 6.5%.

Furthermore, the permission granted by the Governor of the Bank of Israel to the Arison Group to acquire a controlling

interest in the Bank states that no dividend shall be distributed from profits accrued at the Bank until June 30, 1997 (the day

prior to the acquisition of the controlling interest), unless the Supervisor of Banks has consented in advance and in writing.

Further to the approval of the Supervisor of Banks regarding the distribution of a dividend in respect of the profits of the

first quarter of 2011, on June 30, 2011, the Board of Directors of the Bank resolved on the payment of a dividend in the

amount of NIS 270 million, constituting NIS 0.204 per share of par value NIS 1. The dividend was paid on July 27, 2011.

The balance of retained earnings at the Bank as at December 31, 2011 totaled NIS 15,371 million, of which a total of

approximately NIS 2,734 million cannot be distributed as dividends.

D. Capital Adequacy Capital adequacy is calculated in accordance with Proper Conduct of Banking Business Directives No. 201-211, "Capital

Measurement and Adequacy". A resolution of the Board of Directors of December 30, 2010 established minimum targets

of 7.5% for the Bank's core Tier I capital ratio and 12.5% for the Bank's total capital ratio.

Note 13 Capital and Capital Adequacy (continued)



D. Capital Adequacy (continued)a. Capital Adequacy in consolidated data

December 31

2011 *2010

NIS millions

1. Capital for the purpose of calculating the capital ratio

Core Tier I capital 23,795 22,251

Tier I capital, after deductions 26,183 24,579

Tier II capital, after deductions 16,175 13,968

Total Capital 42,358 38,547

2. Weighted balances of risk assets

Credit risk 274,063 252,277

Market risks 7,018 5,483

Operational risk 20,047 19,154

Total weighted balances of risk assets 301,128 276,914

3. Ratio of capital to risk assets %

Ratio of Core Tier I capital to risk assets 7.90% 8.04%

Ratio of Tier I capital to risk assets 8.69% 8.88%

Ratio of Total capital to risk assets 14.07% 13.92%

Minimum ratio of Total capital as required by the Supervisor of Banks 9.00% 9.00%

b. Significant Subsidiaries

Isracard

Ratio of Tier I capital to risk assets 13.80% *13.70%

Ratio of Total capital to risk assets 14.00% *13.70%

Minimum ratio of Total capital as required by the Supervisor of Banks 9.00% 9.00%

Bank Hapoalim Switzerland



Minimum ratio of Total capital as required according to the local regulation **11.20% 8.00%

Bank Pozitif



Minimum ratio of Total capital as required according to the local regulation 12.00% 12.00%


** On March 30, 2011, the central bank in Switzerland issued a circular on capital adequacy, effective July 1, 2011, which classifies financial entities in Switzerland into several categories, according to criteria that have been established. Bank Hapoalim Switzerland belongs to a category in which it is required to maintain a minimum total capital ratio of 11.2% as of that date, instead of 8%.




(NIS millions)

C. Components of capital for the purpose of calculating the capital ratio

December 31

2011 2010

1. Tier I capital

Capital 24,127 **,*22,898

Hybrid capital instruments 2,388 2,328

Less: Intangible assets and goodwill (44) (65)

Less: net profits in respect of adjustments to fair value of securities available for sale (233) (529)

Less: Investments in financial companies in which the Bank has material influence (55) (53)

Total Tier I capital 26,183 *24,579

2. Tier II capital

A. Upper Tier II capital

45% of the total net profits before the effect of related taxes

In respect of adjustments to fair value of securities available for sale 160 353

General provision for doubtful debts 674 674

Hybrid capital instruments 2,689 2,635

B. Lower Tier II capital

Subordinated notes 12,707 10,359

C. Tier II capital deductions

Investments in financial companies in which the Bank has material influence (55) (53)

Total Tier II capital 16,175 13,968

Total Capital 42,358 *38,547


** Reclassified.

Minimum Core Tier 1 Capital RatiosOn March 14, 2012, the Supervisor of Banks sent a draft instruction to all banking corporations concerning the Supervisor's

intention to establish a higher minimum core Tier 1 capital ratio than the current required rate. According to the draft, all

banking corporations will be required to maintain a minimum core Tier 1 capital ratio of 9% by January 1, 2015.

In addition, a large banking corporation whose total consolidated balance-sheet assets constitute at least 20% of the total

balance-sheet assets in the banking system in Israel will be required to maintain a minimum core Tier 1 capital ratio of 10%

by January 1, 2017. The additional directive applies to the Bank.

The core Tier 1 capital ratio is to be calculated in accordance with the Basel III directives and the adjustments to be

established by the Supervisor of Banks.

The Bank is studying the expected requirements of the Supervisor of Banks, as presented in this draft instruction, and intends

to prepare as necessary to comply with the requirements to be established. The core Tier 1 capital ratio of the Bank as at

December 31, 2011 was 7.90%.




A. Under an arrangement for the receipt of credit from the Bank of Israel (net credit, after deduction of the balance of

banks' deposits with the Bank of Israel), Israeli banks are required to provide the Bank of Israel with appropriate collateral

for such credit.

To secure the credit provided by the Bank of Israel, starting July 25, 2007, the Bank pledged Israeli government bonds in

a floating lien in an account in the name of the Bank of Israel at the TASE Clearing House (until that date, the floating lien

was on the Bank’s account).

As at December 31, 2011, government bonds at a total of NIS 1.4 billion were under lien (an average balance of

NIS 1.1 billion and maximum balance of NIS 1.4 billion).

As at December 31, 2010, government bonds at a total of NIS 1.0 billion were under lien (an average balance of

NIS 1.2 billion and maximum balance of NIS 2.7 billion).

In addition, to secure this credit, all assets and rights in the collateral account maintained by the Bank with Euroclear were

pledged on December 27, 2010.

B. Bonds and subordinated notes issued by consolidated companies, totaling NIS 12,800 million as at December 31, 2011

(December 31, 2010: NIS 10,735 million), are secured mainly by current liens on the companies' assets.

C. Deposits and securities in foreign currency held by the Bank Group abroad, with a balance in the amount of

NIS 2,522 million as at December 31, 2011 (December 31, 2010: NIS 2,359 million), were pledged mainly to secure deposits

from the public (through the FDIC) in accordance with the directives of government authorities in the US, and in respect

of monetary loans received from central banks in those countries.

D. The Bank is a member of the Euroclear clearing house, which is a clearing system for securities traded in international

markets. For its activity in securities through this clearing house and as collateral for a credit line established by the

clearing-house operator in the Bank's favor, the Bank pledged cash and securities with a total balance of USD 60 million

(NIS 229 million) as at December 31, 2011 (December 31, 2010: approximately USD 50 million (NIS 177 million)).

E. Bonds with a balance in the amount of NIS 1,305 million as at December 31, 2011 (December 31, 2010: NIS 386 million)

were pledged to secure deposits received within sale transactions of assets under repurchase agreements.

F. The Bank is a member of the Maof Clearing House Ltd. and the TASE Clearing House Ltd. For the purpose of the

operation of these clearing houses in securing transactions under the Bank’s responsibility, the Bank has pledged bonds in

accounts opened for that purpose at these clearing houses.

The balance of bonds pledged as at December 31, 2011 totaled NIS 1.8 billion (maximum balance NIS 2.8 billion).

The balance of bonds pledged as at December 31, 2010 totaled NIS 2.8 billion (maximum balance NIS 3.1 billion).

In addition to the collateral detailed above, the Bank deposited collateral in cash in the amount of NIS 28 million

(December 31, 2010: NIS 29 million) in favor of the risk fund of the TASE Clearing House, and in the amount of NIS 96 million

(December 31, 2010: NIS 87 million) in favor of the risk fund of the Maof Clearing House. The amount of collateral that

clearing-house members are required to deposit is updated from time to time, in accordance with the clearing houses'

code of rules.

G. The Bank and its consolidated companies have CSA (Credit Support Annex) agreements with foreign banks, aimed at

minimizing the mutual credit risks that arise between banks in the course of derivatives trading. Under these agreements,

the value of the inventory of derivatives transactions executed between the parties is periodically measured, and if the net

exposure of one of the parties exceeds a predetermined threshold, that party provides deposits to the other party, through

liens, until the date of the next measurement.

As at December 31, 2011, the Bank Group provided deposits to foreign banks in a total amount of USD 635 million

(December 31, 2010: USD 644 million).

H. In July 2008, an agreement was signed between the Bank and the Bank of Israel, within which the Bank of Israel made

a commitment to provide a credit line to the Bank up to a total amount of NIS 1 billion, for the purpose of fulfilling the

Bank’s commitment as a liquidity supplier in shekels for CLS Bank International.

Note 14 Liens



As a condition for the provision of the loans, the Bank signed a bond in which it applied a first-rank floating lien in favor of

the Bank of Israel on its rights to receive monetary amounts and charges in NIS owed at present and/or owed to the Bank

in the future from time to time by its customers that are corporations incorporated under the laws of the state of Israel

(hereinafter: the "Indebted Customers") and whose repayments to the Bank of any credit received from the Bank are not in

arrears, in respect of credit in NIS, where the average duration of each credit does not exceed three years, granted and/or

to be granted by the Bank to the Indebted Customers, up to a total amount of NIS 1.1 billion.

I. Sources of securities received as at December 31, 2011 which the Bank is permitted to sell or pledge, at fair value,

before the effect of offsets:

December 31, 2011

December 31, 2010

NIS millions

Sources of securities received which the Bank is permitted to sell or pledge, at fair value, before the effect of offsets:

Securities bought under agreements to resell - 16

Applications of securities received as collateral and securities of the Bank, at fair value, before the effect of offsets:

Securities sold under repurchase agreements 1,305 386

Details of securities pledged to lenders:

Securities available for sale 1,552 386

These securities were provided as collateral to lenders, who are entitled to sell or pledge them.

J. Bonds under lien as detailed above, which the lenders are not permitted to sell or pledge:

December 31, 2011

December 31, 2010

NIS millions

Available for sale portfolio 3,860 5,961

Note 14 Liens (continued)



The employees of the Bank include:

• Permanentandtemporaryemployees–Employeeswhosetermsofemploymentareestablishedinacollectivemanner,

in collective agreements and arrangements formulated from time to time between the Bank and the employees’ union

at the Bank;

• Employeesunderpersonalcontract–Employeesusuallyengagedinnon-bankingareas(includingIT),whosetermsof

employment are established in personal contracts, such that the collective agreements and arrangements do not apply

to them;

• Employeesunderexecutivepersonalcontract–CertainemployeeswithinthemanagementstratumoftheBank

(including members of the Board of Management), whose terms of employment are established in personal contracts

such that the collective agreements and arrangements do not apply to them.

The terms of employment of the employees of the Bank are set out below.

A. Terms of Employment of Permanent and Temporary Employees The principal benefits, beyond the regular salary components, to which the aforesaid employees of the Bank are entitled

are set out below.

1. Annual bonuses The annual bonus is determined by the rate of return of net profit on equity. The basic threshold for the distribution of this

bonus is a rate of return of 7.5%. The annual bonus is in the amount of up to three monthly salaries; part of the bonus is

distributed uniformly to all employees, while the remainder is distributed differentially, based on employee performance.

2. Share-based compensation Pursuant to approval by the Board of Directors of the Bank, permanent employees of the Bank are entitled to nontradable

options exercisable into shares of the Bank. The quantity of options distributed to each employee is determined according

to the employee’s seniority, rank, and job description. For further details, see Note 16 below.

B. Terms of Employment of Employees under Personal Contracts The customary terms of employment for these employees usually include a basic salary, share-based compensation

(see below), employer contributions to a pension arrangement and study fund, an annual bonus, convalescence pay, and

other benefits.

C. Terms of Employment of Employees under Executive Personal Contracts The following are the main benefits, in addition to regular salary components, to which employees under executive personal

contracts are entitled during the period of their employment.

(1) Signing bonus Employees of the Bank employed under executive personal contracts are entitled to an annual signing bonus throughout the

period of their employment. This bonus is paid once annually. In cases in which the bonus is not conditional upon continued

employment, the liability is calculated based on the current value of the payments over the term of the agreement, and the

expense is recorded upon signing the contract.

(2) Risk-adjusted performance-based annual bonus and share-based compensation Employees of the Bank employed under executive personal contracts are entitled to an annual bonus and to share-based

compensation, as detailed in Section F below. Until the approval of the aforesaid plan, the Bank granted employees employed

under executive personal contracts phantom options entitling the employee to a monetary grant, at the exercise date,

based on the difference between the price of the Bank’s share on the TASE at that date and the baseline price established

for that employee at the date of the grant.

With regard to retirement compensation and pensions, see Section E below.

Note 15Employee Benefits



D. Other BenefitsIn addition to the benefits described above, employees of the Bank are entitled to additional benefits, primarily the following:

(1) Vacation Bank employees are entitled, by law and according to labor agreements, to annual vacation days. The provision was calculated

based on employees’ most recent salaries and the number of vacation days accumulated, with the addition of the required

related expenses. The balance of the provision as at the balance-sheet date totals NIS 107 million (December 31, 2010:

NIS 76 million).

(2) 25-year service grant Employees are entitled to a grant at the end of 25 years of employment at the Bank. These obligations are calculated based on

actuarial calculations, taking into account real salary gains at a rate of 1% per year, capitalized at an annual discount rate of 4%.

(3) Other post-employment benefitsAfter retirement, Bank employees are entitled, to a grant in respect of unutilized sick leave, benefits for holiday gifts,

convalescence pay, and participation in well-being costs.

These obligations are calculated based on actuarial calculations that take into account, as relevant, among other things, a

real salary increment of 1% per year, capitalized at an annual discount rate of 4%.

E. Retirement Compensation and Pensions(1) GeneralThe pension rights of employees reaching retirement age are covered by the amounts accumulated in allowance-based

provident funds. In addition, the Bank deposits additional amounts in provident funds to cover severance pay for entitled

employees. When an employee retires, the Bank is exempt from payment of severance pay.

(2) Pensions for Employees Taking Early Retirement Employees who retire on an allowance-based track are entitled to a monthly pension, until the date established in the

retirement agreement or until legal retirement age, whichever is earlier.

The provision is based on an actuarial calculation, including a real salary increment of 1% per year, capitalized at an annual

discount rate of 4%.

(3) Early Retirement of Active Employees In addition to the rights described above, following the implementation of the circular of the Supervisor of Banks concerning

guidelines and clarifications regarding the reinforcement of internal control over financial reporting on employee benefits

(see also Note 1(E)(18) above), in its actuarial calculation of the liability in respect of employee benefits, the Bank included

a liability in respect of employees who the Board of Management of the Bank expects to take early retirement or to depart

with other preferred terms.

Accordingly, the provision for early retirement was calculated according to the higher of an actuarial calculation taking into

account the additional cost expected to be incurred by the Bank due to the aforesaid benefits, and the amount of the liability

calculated as required by Opinion Statement 20 of the Institute of Certified Public Accountants in Israel.

In addition, the provision for other benefits at the termination of employment and post-employment included in the financial

statements was updated to reflect departure rates that take into account the Board of Management’s expectations regarding

employee departure within early retirement or upon receiving other preferred terms.

The liability was calculated based on an actuarial calculation taking the following into consideration, among other factors:

1. A real wage increment of 1% per year for active employees and a real rate of 0% for retired employees.

2. Rates of departure with enlarged severance pay and early retirement, according to the experience of the Bank, taking

into consideration factors including the age and gender of the employee. These rates reflect the expectations and

decisions of the Board of Management with regard to the retirement of employees with preferred terms.

3. A real discounting rate of 4%, in accordance with the directives of the Supervisor of Banks.

4. A mortality and disability rate based on current mortality tables published by the Chief Actuary of the Ministry of Finance.

Note 15Employee Benefits(continued)



4. Personal Contracts – Employees of the Bank (A) Members of the Board of Management, including the CEO, and a group of senior employees (hereinafter : the "Senior

Employees") are employed under personal contracts, according to which in the event that the Bank decides on its own

initiative to dismiss one of the Senior Employees or to terminate his/her employment at the end of the period of the

agreement, the Senior Employee shall be entitled to severance pay at a rate of 250%.

In addition, regarding some of the Senior Employees, in cases in which the Bank decides on its own initiative to dismiss

one of them, or when the Senior Employee reaches the date on which the sum of his/her age and his/her period

of employment at the Bank exceeds 75 years (for a member of the Board of Management serving at least seven

years in his/her position, the number of years of service on the Board of Management shall be added as additional

years of employment for the purpose of the accrual of 75 years, as described above), the member of the Board of

Management or the Senior Employee shall be entitled to early retirement, and may choose between enlarged severance

compensation at a rate of 250% of his/her last monthly salary multiplied by the number of years of employment at the

Bank, or a monthly pension at varying rates, to be paid from the date of his/her early retirement until he/she reaches

the retirement age specified by law. The rate of the pension for a member of the Board of Management is 2.67% per

year for the first 15 years of work, 2% per year for each additional year in which he/she did not serve as a member of

the Board of Management, and 2.5% for each year in which he/she served as a member of the Board of Management,

up to a maximum rate of 70% of the salary that entitles him/her to the pension. With regard to Senior Employees, as

noted above, who are not members of the Board of Management, the rate of the pension is 2.55% for the first 15 years

of work, 1.5% per year for each additional year until the date of the signing of the start of their employment under

personal contract, and 2% per year for each additional year, up to a maximum rate of 70% of the salary that entitles the

employee to the pension. A member of the Board of Management or a Senior Employee who has reached the age of

62 may only choose a budget-based pension.

(B) The Chairman of the Board of Directors is entitled to receive severance pay, in any event, at a rate of 250%. In addition,

at the end of his term of service, he is entitled to receive payment from the Bank of his full wages and all payments,

provisions, and rights to which he was entitled during his service, for an adjustment period of six months. The Bank has

recorded a full provision for this obligation.

(C) A director of the Bank who also serves as chairperson of the board of directors of the credit-card companies in the

Isracard Group is entitled to receive severance pay, in any event, at a rate of 100%. The Bank’s books contain a full

provision for this obligation.




Set out below are details of net long-term and post-employment liabilities in respect of employee benefits:

as at December 31,

2011 2010*

NIS millions

Early retirement 1,134 1,064

Pensions for retired employees 546 582

25-year service grant 28 26

Provision for grant in respect of unutilized sick days, net of fund for sick days 277 123

Other benefits at termination and post-employment 583 552

Total 2,568 2,347

* Restated.

F. Senior Employee Compensation Plan – Bonuses and Equity Compensation In August 2010, the Audit Committee and the Board of Directors of the Bank approved a compensation plan for the

Chairman of the Board, the CEO of the Bank, the members of the Board of Management of the Bank (who are officers

of the Bank), and the group of senior executives at the Bank (who are not officers of the Bank) (jointly, the "Executives"), applicable from January 1, 2010 forward (subject to adjustments in special cases) (the "Plan"). The general shareholders' meeting approved the terms of the Plan for the Chairman of the Board on October 26, 2010.

The Plan encompasses two methods of compensation (in addition to wages from the Bank): a risk-adjusted performance-based

annual bonus, and equity compensation in the form of a restricted phantom share plan.

The following are the main points of the Plan:

(A) Members of management 1. Risk-adjusted performance-based annual bonus 1.1. Establishment of the bonus budget for members of management (excluding the Chief Internal Auditor, the Chief Risk

Officer, and the Chief Accountant ("Control and Supervision Functions"). The bonus budget for members of management in any given year (the "Management Members' Bonus Budget") is based on the difference between the return of operating profit on equity in that year (as it appears in the annual

financial statements, net of amounts allocated for bonuses and for the contingent restricted phantom shares) (the

"Actual ROE") and the required cost of capital (the "ROE Difference"). The required cost of capital refers to the cost

of capital of the Bank (in terms of the ROE rate) for the purposes of payment of bonuses according to the Plan (the

"Required Cost of Capital") (8% in 2010; 8.75% in 2011; from 2012 forward the Required Cost of Capital will be

approved by the Board of Directors for each year, but shall be no less than 8.5% in respect of any year). A cost of

capital of 8.74% has been set for 2012.

Positive bonus budget – In a year in which the actual ROE Difference is positive, the total positive bonus budget for

members of management shall be calculated in accordance with the ROE Difference, the average shareholders' equity

of the Bank, and the average monthly salary of a member of management. The bonus budget is calculated according

to a progressively rising scale of the ROE Difference, from an ROE Difference of 0.5% to a ceiling of 6%. The aforesaid

notwithstanding, in a year in which the actual ROE Difference is in the range of 0% to 0.5%, the Board of Directors

may, at its sole discretion, according to the recommendation of the Bank’s CEO, approve an annual bonus in a positive

amount for a member of management, equal to up to two (2) monthly salaries of the member of management.




Negative bonus budget – Except in respect of the first year of the Plan (2010), and except in respect of the first year

of work of a member of management who joins the Bank after the adoption of the Plan, in a year in which the ROE

Difference is negative, the total negative bonus budget for the members of management shall be calculated as a negative

amount, in accordance with the ROE Difference, the average shareholders' equity of the Bank, and the average monthly

salary of a member of management, from a negative ROE Difference of 0.5% to a negative ceiling of 6.5%.

The Board of Directors is authorized to increase or reduce the (positive or negative) Management Members’ Bonus

Budget by up to 10%. In the event that the Management Members’ Bonus Budget in respect of a certain year is negative

due to special external circumstances that affect the entire banking system in Israel in that year, the Board of Directors

may reduce or cancel the management members’ negative bonus budget in respect of that year.

1.2. Distribution of the bonus budget among the members of management (excluding Control and Supervision Functions)

Each year, the (positive or negative) bonus budget shall be distributed to the members of management in respect of the

previous year, proportionally to the personal grade of each management member (which shall be adjusted to the salary

of the member of management relative to the salaries of the other members of management, and shall be positive when

the bonus budget is positive, and negative when the bonus budget is negative). Part of the personal grade shall be fixed

and shall be assigned to each member of management. Part of the personal grade shall be assigned to each member of

management according to the assessment by the Bank’s CEO of the management member’s achievement of predefined

performance targets. Part of the personal grade shall be assigned to each member of management according to the

recommendation of the Bank’s CEO, based on his judgment. The division of the bonus budget among the members of

management and the establishment of the annual bonus for each member of management shall in any event be subject

to approval by the Board of Directors (and any committee of the Board of Directors as required by law).

The positive annual bonus for an individual member of management shall in any event not exceed an amount equal to

eighteen monthly salaries of that member of management. The negative annual bonus for a member of management

shall in any event not exceed an amount equal to ten monthly salaries of the member of management. In any event, a

management member’s bonus account shall not have a negative balance in an amount exceeding three monthly salaries

of the member of management.

1.3. Annual bonus for the members of management responsible for Control and Supervision Functions

The (positive or negative) annual bonus of each member of management in the Control and Supervision Functions

shall comprise the following amounts:

(1) A sum (positive or negative, as relevant) in the amount of 20% of the Management Members’ Bonus Budget, divided

by the number of members of management (who are not responsible for Control and Supervision Functions), adjusted

to the management member’s salary relative to the average salary of all of the members of management.

(2) A positive sum in the amount of four monthly salaries of the member of management (except in a year in which

the Bank has a net annual operating loss and/or a year ended in a material deviation from the required capital adequacy

ratios established by the Board of Directors).

(3) An additional sum (positive or negative) in the amount of up to four monthly salaries of the member of management,

which shall be determined proportionally to the personal grade (positive or negative) assigned to the member of

management according to the achievement of performance targets.

(4) An additional sum (positive or negative) in the amount of up to two monthly salaries of the member of management,

to be determined according to an opinion of the management member’s supervisors (which may be positive or negative).

The components of the bonus listed above may be offset against one another, provided that in a year in which the bonus

budget is positive or zero, a negative total bonus amount is not assessed for any member of management, and vice versa.

The establishment of the annual bonus for members of management responsible for Control and Supervision Functions

shall in any event be subject to approval by the Board of Directors (and any committee of the Board of Directors as

required by law).




The positive annual bonus of a member of management as aforesaid shall in any event not exceed an amount equal to

thirteen monthly salaries of the member of management, while the negative annual bonus of a member of management

shall in any event not exceed an amount equal to eight monthly salaries of the member of management. In any event, a

management member’s bonus account shall not have a negative balance in an amount exceeding three monthly salaries

of the member of management.

1.4. Payment mechanism – spreading of the annual bonus and the annual payment

Each year, the amount of the (positive or negative) annual bonus determined in respect of the previous year shall be

added to or subtracted from the bonus account of each member of management (the "Annual Deposit"). Each year, a payment shall be made to the member of management in an amount equal to 50% of the balance in the

bonus account after the Annual Deposit in respect of the previous year (assuming that the bonus account balance is

positive) (the "Annual Payment"), unless, in a certain year, the Bank has a net operating loss for the year or a material

deviation from the required capital adequacy ratios. In such cases, the subsequent Annual Payment shall be performed

only after the release of annual financial statements of the Bank (or quarterly financial statements, pursuant to a

decision by the Board of Directors) presenting a net operating profit, or the cessation of the material deviation from

the required capital adequacy ratios, as relevant.

1.5. Termination of employment

For the year in which the day of termination of employment occurs, the relative share of the (positive or negative) annual

bonus for that year shall be added to or subtracted from the bonus account (as relevant), according to the period of

employment of the member of management during that year relative to the entire year (based on a daily calculation).

In the following year, except in certain cases (such as death or disability), as a substitute for the Annual Payment,

shares of the Bank shall be purchased for the member of management (by a trustee appointed for that purpose) on

the stock exchange in the amount of the balance of the bonus account, after deduction at source of income tax and

other mandatory payments applicable by law, and provided that the aforesaid balance is positive. Shares purchased in

the aforesaid manner shall be restricted and cannot be sold or transferred (except under inheritance laws) until they

are released to the member of management after a period of twenty-four (24) months has elapsed from the date of

termination of employment.

1.6. Bonus in respect of profits from extraordinary transactions

The Board of Directors shall be entitled to establish, in respect of any year, at its discretion, a separate positive bonus

budget in respect of profits from extraordinary transactions deriving from the realization of assets in that year ("Profits from Extraordinary Transactions"). The amount of the bonus in respect of Profits from Extraordinary Transactions for

any member of management shall not exceed, in respect of a certain year, an amount equal to four monthly salaries

of the member of management. The methodology for distribution of such bonuses, insofar as shall be distributed, shall

be determined by the Board of Directors at its sole discretion.




2. Equity compensation – restricted phantom shares 2.1. Grant of restricted phantom shares – Each member of management shall be granted a number of restricted phantom

shares (according to the management member’s rank, up to 300,000 restricted phantom shares in respect of an

employment contract period of three years for the highest rank, based on the known capital of the Bank at the date of

approval of the Plan) (the "Restricted Phantom Shares") on the date of commencement of the management member’s

employment contract, in respect of three years of the management member’s employment contract at the Bank. After

2010, the number of Restricted Phantom Shares granted at each rank (with respect to executives whose employment

contracts commence after 2010) shall be adjusted (upward or downward) to changes in the shareholders’ equity of

the Bank.

Vesting dates – The Restricted Phantom Shares shall vest in three equal installments after 12, 24, and 36 months

respectively from the date of the grant thereof. These dates will be adjusted if the grant is performed during the period

of the management member’s employment contract and does not reflect a quantity in respect of the three years of

the employment contract.

2.2. Grant of contingent restricted phantom shares – Shortly after the release of the Bank’s annual financial statements in

respect of each year of the Plan, a quantity of contingent restricted phantom shares shall be granted to each member

of management (according to the management member’s rank, up to 30,000 Restricted Phantom Shares in respect of

a period of one year for the highest rank) (the "Contingent Restricted Phantom Shares"), calculated in a proportional

and linear manner in accordance with the achievement of an ROE Difference of 1% to 3%, such that in the case of an

actual ROE Difference of 1% in the year of the grant, one-third of the Contingent Restricted Phantom Shares shall be

granted to the executive, and in the case of an actual ROE Difference of 3% in the year of the grant, the entire quantity

of Contingent Restricted Phantom Shares shall be granted to the executive. The Contingent Restricted Phantom Shares

shall be vested at the date of the grant. If, in the Bank’s annual financial statements in respect of a certain year, the Bank

has a net operating loss and/or the Bank is in material deviation from the required capital adequacy ratios, the Contingent

Restricted Phantom Shares in respect of that year shall not be granted.

2.3. Restriction period and expiration in certain cases

The Restricted Phantom Shares in each installment shall be restricted for an additional period of 12 months from

the vesting date of such installment. The Contingent Restricted Phantom Shares (if granted) shall be restricted for a

period of 12 months from the beginning of the year in which they are granted (the term "Restricted Phantom Shares"

shall hereinafter also include the Contingent Restricted Phantom Shares, unless explicitly stated otherwise). In addition

to the aforesaid, in each of the cases specified below, the said restriction period shall be extended, as relevant (the

"Restriction Period"):

a. In the event that, according to the Bank’s last quarterly or annual financial statements released before the end of

the Restriction Period, the Bank has a net operating loss in an aggregate calculation over the last four quarters, the

Restricted Phantom Shares will be exercisable only after the release of quarterly or annual financial statements of the

Bank presenting a net operating profit in an aggregate calculation over the last four quarters (including the quarter in

respect of which the financial statements are released).

b. In the event that, according to the Bank’s last quarterly or annual financial statements released before the end of the

Restriction Period, the Bank is in material deviation from the required capital adequacy ratios, the Restricted Phantom

Shares will be exercisable only after the release of quarterly or annual financial statements of the Bank presenting the

cessation of the material deviation from the required capital adequacy ratios.




2.4. Exercise method and consideration – Upon fulfillment of all of the conditions for the exercise of the Restricted Phantom

Shares, the Restricted Phantom Shares shall be exercised automatically immediately upon the end of the Restriction

Period. The exercise shall be performed through the purchase of shares of the Bank on the stock exchange by a trustee

appointed for that purpose, and the transfer of the shares to the member of management, in a quantity equal to the

number of Restricted Phantom Shares exercised on that date, multiplied by: [1 less the tax rate applicable to the member

of management on that date] (reflecting the net benefit after tax). The shares may be sold, after the purchase and the

transfer thereof to the member of management.

2.5. Termination of employment – Upon termination of the management member’s employment at the Bank, the Restricted

Phantom Shares not yet vested shall be cancelled, with the exception of a proportional share of the next installment of

Restricted Phantom Shares, which would have vested on the following vesting date after termination of the management

member’s employment, had he or she continued working for the Bank. The Restricted Phantom Shares vested as aforesaid

shall be exercised as specified in Section 2.4 above.

2.6. Dividend distribution – In the event that the Bank distributes a dividend prior to the exercise date of any Restricted

Phantom Shares, the member of management shall be entitled to a payment in cash in an amount equal to the amount

of the dividend that would have been paid to the member of management, had the member of management held, on

the date of distribution of the dividend, a number of ordinary shares of the Bank equal to the number of Restricted

Phantom Shares as aforesaid, less the applicable tax (the "Deemed Dividend Amount"). The Deemed Dividend Amount

shall be paid as follows: (a) with respect to Restricted Phantom Shares whose vesting date has passed – within seven

days of the date of distribution of the dividend; and (b) with respect to Restricted Phantom Shares whose vesting date

has not yet passed – within seven days of the vesting date of the Restricted Phantom Shares, as they vest.

2.7. Adjustments – The Plan includes directives regarding adjustments that shall be made to the Restricted Phantom Shares

upon changes to the Bank’s share capital or upon changes to the Bank’s structure due to a merger or sale of the Bank.

2.8. Derivative transactions – As long as the member of management holds any Restricted Phantom Shares, the member

of management shall be prohibited from performing any transaction that may be considered a derivative transaction

in the shares of the Bank.

2.9. Phantom shares granted under the compensation plan shall replace phantom units granted to executives under their

employment agreements and vesting from January 1, 2010 forward. Phantom units that vested prior to January 1, 2010

shall remain in the possession of the executives.

(B) Senior executives The Plan shall also apply to the Bank’s senior executives (who are not officers, as noted above) according to principles similar

to those specified above, but at different volumes, including with regard to the identity of the officials who set targets and

assess the attainment thereof, the weight of each factor in calculating the final grade for the senior executive, and the identity

of the officials who approve the bonus distribution budget and the bonus for each executive. In addition, senior executives

who are not officers shall be entitled to receive the consideration from the exercise of all or part of the Restricted Phantom

Shares (upon exercise thereof) in cash. For details regarding the conversion of the Restricted Phantom Shares into RSU,

see Note 16(A)(3) regarding share-based payment transactions.




(C) Chairman of the Board and CEO of the BankThe Plan was adopted by the Audit Committee and the Board of Directors separately in relation to the Chairman of the

Board and in relation to the CEO of the Bank. As noted above, the compensation for the Bank’s Chairman of the Board

was also approved by the general meeting of shareholders of the Bank.

1. Risk-adjusted performance-based annual bonus

1.1. Determination of the bonus budget of each executive – The bonus budget shall be calculated each year (separately

for each executive), as follows (the bonus budget of each executive may be positive or negative):

Positive bonus budget – In a bonus year in which the ROE Difference is positive, the bonus budget shall be calculated

according to the ROE Difference and the average shareholders' equity of the Bank. The bonus budget shall be calculated

in a linear manner, in the range from an ROE Difference of 0.5% to an ROE Difference of 4%.

Negative bonus budget – Except with respect to the first bonus year of the Plan (2010), in a bonus year in which the

ROE Difference is negative, the bonus budget shall be determined as a negative amount and shall be calculated in a

linear manner, in the range from a negative ROE Difference of 0.5% to a negative ROE Difference of 6.5%. The aforesaid

notwithstanding, the Board of Directors shall be entitled (but not obligated) to reduce or cancel the negative bonus

budget in respect of a particular bonus year, due to special external circumstances that affect the entire banking system

in Israel in that year, after receiving the approval of the Audit Committee.

1.2. Determination of the amount of the bonus for each executive

Each year, the (positive or negative) bonus amount shall be determined, for each executive, out of their bonus budget in

respect of the bonus year, such that sixty-five percent (65%) of the bonus budget shall be granted/deducted (as the case

may be), for each executive, and up to thirty-five percent (35%) of the bonus budget shall be granted/deducted (as the

case may be), for each executive, at the discretion of the Board of Directors (for the Chairman and the CEO separately,

each in reference to his position), to be determined according to the executive's achievement of the formulation and/or

establishment and/or leadership of the implementation of the Bank’s work plan, as well as development, implementation,

and promotion of the Bank’s short-term and long-term vision and strategy.

1.3. Bonus ceiling – The positive annual bonus added to the bonus account of an executive (the personal notional bank

account) in respect of any bonus year shall in any event not exceed an amount equal to NIS four (4) million. The negative

annual bonus deducted from the bonus account of an executive in respect of any bonus year shall in any event not

exceed an amount equal to NIS three million three hundred thousand (3,300,000). The aforesaid notwithstanding, the

bonus account of an executive shall in any event not have a negative balance in an amount exceeding NIS one million

three hundred thousand (1,300,000).

1.4. Payment mechanism – The annual bonus and the annual payment shall be spread in a manner similar to the provisions

of Section A.1.4 above concerning the Plan for members of management (mutatis mutandis), but a payment shall be

made to each executive each year in an amount equal to 45% of the balance in the bonus account after the Annual

Deposit in respect of the previous year.

1.5. Bonus in respect of profits from extraordinary transactions – The Board of Directors shall be entitled to establish, in

respect of any year, at its sole discretion, a bonus in respect of profits from extraordinary transactions in an amount

equal to up to eight monthly salaries of the executive.

1.6. Termination of employment – Similar principles to those applicable to the termination of employment of a member of

management, as explained above, shall apply.




2. Share purchase bonusFor each bonus year, the executive shall be entitled to a bonus in the sum of NIS two (2) million, which shall be used for

the purchase of shares of the Bank for the executive on the stock exchange (the "Share Purchase Bonus"), provided that

the Bank’s return of operating profit on shareholders’ equity in the year for which the bonus is granted is at least as follows

(the "Determinant ROE"): 9.5% in 2010, 9.5% in 2011, and in 2012 the Required Cost of Capital, as detailed below.

a. Shortly after release of the Bank’s annual financial statements for the year in which the bonus is given, shares of

the Bank shall be purchased for the executive on the stock exchange (the "Bonus Shares"), in the amount of the Share

Purchase Bonus, after withholding of the income tax and other mandatory payments applicable by law. The Bonus Shares

shall be restricted for a period commencing on January 1 of the year in which the shares are purchased and ending

when twenty-four (24) months have elapsed from that date (in this section, the "Restriction Period"). In addition to

the aforesaid, in certain cases the Restriction Period shall be extended, as described in Section 2.3 above with regard

to the compensation for members of management.

b. In the event of termination of employment, shares of the Bank shall be purchased in respect of the year in which

the termination of employment occurs, representing the proportional share of the Share Purchase Bonus according to

the period of employment of the executive out of that year (based on a daily calculation).

c. Until the end of the Restriction Period, the executive shall be prohibited from executing any transaction that may

be considered a derivative transaction in the shares of the Bank.

3. Equity Compensation3.1. Granting of restricted phantom shares – Each executive, separately, shall be granted four hundred thousand (400,000)

restricted phantom shares for all three of the years 2010, 2011, and 2012 (the "Restricted Phantom Shares").Vesting dates – The Restricted Phantom Shares will vest in three equal installments, after 12, 24, and 36 months from

January 1, 2010. If, in the Bank’s annual financial statements released immediately after the vesting date of a relevant

installment, the Bank has a net operating loss and/or the Bank is in material deviation from the required capital adequacy

ratios, the Restricted Phantom Shares of such installment shall expire.

3.2. Granting of contingent restricted phantom shares – Each executive, separately, shall be granted a quantity of contingent

restricted phantom shares, in respect of each of the years during the period 2010-2012, out of a maximum quantity

equal to: (a) NIS two (2) million divided by (b) the average closing price of the Bank’s share on the stock exchange in

the last sixty trading days of the relevant year; the quantity of contingent restricted phantom shares granted, subject to

the provisions specified below, shall be calculated on a relative and linear basis according to the achievement of an ROE

Difference between 4% and 6%, such that at an ROE Difference of 4% the executive shall be granted one thousand

two hundred and fifty (1,250) contingent restricted phantom shares, and at an ROE Difference of 6% the executive

shall be granted the entire quantity of contingent restricted phantom shares, as specified above (if an ROE Difference

lower than 4% is achieved in respect of a certain year, the contingent restricted phantom shares for that year shall not

be granted at all) (the "Contingent Restricted Phantom Shares").Out of the Contingent Restricted Phantom Shares, (a) sixty-five percent (65%) shall be granted to the executive in any

event; and (b) up to thirty-five percent (35%) shall be granted to the executive (to the Chairman of the Board and the

CEO of the Bank, each in reference to his position) according to the decision of the Board of Directors, based on the

executive’s achievement of the formulation and/or establishment and/or leadership of the implementation of the Bank’s

work plan, as well as development, implementation, and promotion of the Bank’s short-term and long-term vision and

strategy. The Contingent Restricted Phantom Shares shall be vested at the date of the grant.

If, in the Bank’s annual financial statements for the relevant year, the Bank has a net operating loss and/or the Bank is in

material deviation from the capital adequacy ratios, the Contingent Restricted Phantom Shares in respect of that year

shall not be granted.




3.3. Restriction period and expiration in certain cases – The Restricted Phantom Shares in each installment and the

Contingent Restricted Phantom Shares shall be restricted and non-exercisable for a period of twelve (12) months from

the vesting date of such installment, with respect to the Restricted Phantom Shares; or with respect to the Contingent

Restricted Phantom Shares, the end of the year in respect of which they were granted; as relevant (the "Restriction Period"). The term "Restricted Phantom Shares" shall hereinafter also include the Contingent Restricted Phantom Shares,

unless explicitly stated otherwise.

3.4. Exercise method and consideration, termination of employment, dividend distribution, adjustments, and derivative

transactions – Similar provisions to the provisions applicable to the members of management, as explained above, shall

apply.

A. Details of Share-Based Payment TransactionsSet out below are details regarding share-based payment arrangements that existed at the Bank during the period ended

December 31, 2011.

(1) Option Notes for Employees of the Bank

A. 2004-2009 Plan

In May 2004, the Board of Directors of the Bank approved a plan to allocate 24 million nontradable option notes at no

cost, to permanent Bank employees, exercisable into 24 million shares of the Bank. The option notes were allocated each

year, at no cost, over the six years from 2004 to 2009, in installments of 4 million options notes each year. The exercise

supplement required upon exercise of the options was NIS 1 only (unindexed). The quantity of shares allocated is subject

to the customary adjustments (except in the case of dividend distribution). Each packet of options had a vesting period of

four years from the beginning of the year in which the options were allocated, and each packet could be exercised for a

period of one year after the end of the vesting period. The quantity of options distributed to each employee was determined

according to the employee’s seniority, job description, and rank.

In December 2005, the Board of Directors of the Bank approved an additional option plan for Bank employees under

personal (non-senior) employment contracts. The plan stipulated that four annual packets would be granted, in each of the

years from 2006 to 2009. The number of option notes to be granted under this plan in each of the years of its existence

would be determined by the Board of Directors of the Bank, at its sole discretion. The option notes granted to permanent

employees and to employees under personal employment contracts are exercisable within one year, starting when 48

months have elapsed from January 1 of the year in which the option notes were allocated. The balance of option notes

allocated to employees of the Bank but not yet exercised as at December 31, 2011, amounts to 8,402,477 option notes.

B. 2010-2012 Plan

On September 30, 2009, as part of the wage agreement signed between the Employees’ Union and the Bank, the Board

of Directors of the Bank approved an allocation to permanent employees of the Bank and employees under personal

employment contracts of options to purchase shares of the Bank, at a price of NIS 1 per option, or phantom units that

award rights similar to options to purchase shares of the Bank at the aforesaid price. The aforesaid option notes will be

allocated, at no cost, in three packets, in each of the years from 2010 to 2012, at a total volume of approximately 12.7 million

options or phantom units. The terms of the plan are similar to those of the option plan for employees for 2004-2009. The

option notes are exercisable for one year, starting when 48 months have elapsed from January 1 of the year in which the

option notes were allocated.

The option notes will be converted into shares from a pool of shares to be purchased by the Bank for that purpose.

As detailed in Note 13 above, on November 11, 2010, the Supervisor of Banks approved the buyback of the aforesaid shares.

The allocation of all option notes under this plan was completed in February 2012. The balance of option notes allocated

and not yet exercised near the date of publication of the financial statements amounted to 12,526,743 option notes.


Note 16 Share Based Payment Transactions



(2) Phantom Units for Senior Executives

Until the approval of the senior employees’ remuneration plan (see Section 3 below and Note 15F above), the Bank granted

restricted phantom units to members of management and to a group of senior executives (including the CEO of the Bank

and the Chairman of the Board), entitling the employee, at the exercise date, to a monetary grant based on the difference

between the price of the Bank’s share on the stock exchange at the exercise date and the exercise price stipulated in the

employment agreement (which is derived from the average share price on the stock exchange in the period preceding the

inception date of the employment agreement). The exercise price is subject to adjustments according to common practice,

including in the event of dividend distribution.

(3) Restricted Phantom Shares and Contingent Restricted Phantom Shares

Under the remuneration plan for 2010, the Bank grants restricted phantom shares to members of management and senior

executives (see Note 15F above). The phantom shares are granted at no cost, and are exercised automatically, in equal

portions each year, over the term of the agreement (usually three years), upon fulfillment of the conditions for such exercise.

The quantity of units granted to each employee is derived from the employee’s position and rank.

In addition to the restricted phantom shares, the Bank grants contingent restricted phantom shares, which in addition to

the vesting terms, also include execution terms pursuant to which the quantity of shares granted is adjusted as a function

of the difference between the return on equity of the Bank and its cost of capital (see Note 15F above).

Pursuant to the transitional directives established in the plan, phantom units granted to senior executives under employment

agreements signed prior to the approval of the plan and not yet vested by January 1, 2010 will be converted into restricted

phantom shares, according to the ratio established in the plan, unless the senior executive chooses not to convert them.

Phantom shares granted to senior executives under employment agreements signed prior to the approval of the plan and

vested prior to January 1, 2010 will remain in the possession of the employees.

On February 28, 2012, the Board of Directors of the Bank, following approval by the Salaries and Remuneration Committee

and the Audit Committee of the Board of Directors of the Bank, resolved to replace restricted phantom shares that have

been granted, the restriction period of which is scheduled to end on December 31, 2013 or later, with restricted stock

units ("RSU"), pursuant to the "Bank Hapoalim B.M. Secondary Plan for the Grant of Restricted Stock Units (RSU) to Senior

Executives 2011," which represents the implementation of certain directives of the 2010 remuneration plan, and constitutes

an integral part thereof. RSU are units of restricted shares, which upon fulfillment of the appropriate vesting conditions are

automatically exercised into ordinary shares of the Bank, which will be held by the Bank as dormant shares, without the

payment of any exercise price. The vesting and restriction periods of the RSU shall be identical, as a rule, to those of the

restricted phantom shares that they are replacing. The RSU shall be allocated according to the capital gains track pursuant to

Section 102(B)(2) of the Income Tax Ordinance [New Version], 1961. The RSU shall be allocated following the publication

of an appropriate outline by the Bank and the fulfillment of additional requirements pursuant to the Securities Law, 1968,

and the related regulations.

(4) Option Notes for the Former Chairman of the Board of Directors and the Former CEO of the Bank

On February 13, 2008, the Board of Directors of the Bank resolved to allocate 825,000 nontradable option notes convertible

into ordinary shares of the Bank to Mr. Dan Dankner, former Chairman of the Board. The exercise price of the option notes

is NIS 16.40 per option (the average price during the 15 trading days preceding the resolution of the Board of Directors

to allocate the option notes).

The value of the benefit, according to the Black-Scholes model, at the date of the grant, was NIS 2.60.

The allocation of the aforesaid option notes to the Chairman of the Board was approved on March 20, 2008 by the general

meeting.

Note 16 Share Based Payment Transactions(continued)



On March 30, 2008, the Board of Directors of the Bank resolved to allocate 1,140,000 nontradable option notes convertible

into ordinary shares of the Bank to Mr. Zvi Ziv, former CEO of the Bank, for the year 2007. The exercise price of the option

notes is NIS 16.30 per option (the average price during the 15 trading days preceding the approval of the allocation by the

Audit Committee). The value of the benefit, according to the Black-Scholes model, at the date of the grant, was NIS 3.13.

The option notes allocated to Mr. Dankner and Mr. Ziv will be restricted for a period of two years from the date of allocation,

and will be exercisable for two additional years from the end of the restriction period. Upon exercising the aforementioned

option notes, Mr. Dankner and Mr. Ziv will be entitled to receive shares from the Bank in an amount reflecting the value of

the benefit at the exercise date; i.e., the difference between the price of the Bank’s shares on the Tel Aviv Stock Exchange

at the exercise date and the exercise price.

In November 2009, the Bank purchased 700,000 shares, in consideration for NIS 10 million, to be used as a reserve for the

distribution of the benefit at the exercise date of the option notes given to Mr. Dankner and Mr. Ziv.

Mr. Dankner exercised 410,000 option notes in December 2010.

(5) Phantom Units for the Chairman of the Board and the CEO of the Bank

On November 24, 2009, the Board of Directors of the Bank approved share-based remuneration contingent upon

performance, as part of the terms of service and employment of the Chairman of the Board of Directors, Mr. Yair Seroussi.

Under the agreement, the Chairman of the Board shall be entitled to a grant of 250,000 restricted phantom shares, with

no exercise increment. The phantom shares shall be subject to a vesting period until June 30, 2010. In addition, the exercise

of 50% of the phantom shares shall be contingent upon the Bank's attaining a positive net return of operating profit on

equity in 2010, at a rate greater than the rate achieved in 2009. Upon exercise of the phantom shares, the consideration

for the exercise (after deducting tax) shall serve to purchase shares of the Bank on the stock market. The exercise of the

phantom shares and the purchase of the shares of the Bank as noted above shall be performed automatically by a trustee

selected by the Bank, during the sixty-day period following the publication of the financial statements of the Bank for the

third quarter of 2011.

On January 6, 2010, the Board of Directors approved share-based remuneration contingent upon performance, as part of

the terms of service and employment of the Chief Executive Officer of the Bank, Mr. Zion Kenan. Under the agreement, the

CEO shall be entitled to a grant of 270,000 restricted phantom shares, with no exercise increment. The phantom shares

shall be subject to a vesting period until June 30, 2010. In addition, the exercise of 50% of the phantom shares shall be

contingent upon the Bank's attaining a positive net return of operating profit on equity in 2010, at a rate greater than the

rate achieved in 2009. Upon exercise of the phantom shares, the consideration for the exercise (after deducting tax) shall

serve to purchase shares of the Bank on the stock market. The exercise of the phantom shares and the purchase of the

shares of the Bank as noted above shall be performed automatically by a trustee selected by the Bank, during the sixty-day

period following the publication of the financial statements of the Bank for the third quarter of 2011.

The aforesaid phantom units were exercised in full in 2011.

(6) Restricted Phantom Shares and Contingent Restricted Phantom Shares for the Chairman of the Board and the CEO

of the Bank

Under the remuneration plan for 2010 (see Note 15F above), the Bank granted 400,000 restricted phantom shares to the

Chairman of the Board and the CEO of the Bank, separately for each executive, for the years 2010-2012. The restricted

phantom shares were granted at no cost, and will vest in three equal portions, after 12, 24, and 36 months. The shares will

be restricted for an additional year from the end of the vesting period of each packet, and will be exercised automatically,

in equal portions each year, when the conditions for such exercise are fulfilled. Pursuant to a resolution of the Board of

Directors of the Bank of February 28, 2012, 133,333 of the restricted phantom shares of each of the Chairman of the

Board and the CEO of the Bank shall be replaced by RSU (see Note 16(A)3 above).




In addition, the Bank granted contingent restricted phantom shares to the Chairman of the Board and the CEO of the

Bank, in respect of each of the years from 2010 to 2012, in a maximum amount equal to: (a) NIS 2 million, divided by (b)

the average closing price of the Bank’s shares on the stock market during the last sixty trading days of the relevant year.

In addition to the vesting terms, the contingent restricted phantom shares also carry a non-market-related condition for

execution, under which the number of shares granted will be adjusted as a function of the difference between the Bank’s

return on equity and its cost of capital (see Note 15F above).

B. Estimates of Fair Value of Capital Instruments Granted (1) Option Notes for Employees of the Bank

The fair value of option notes granted to the employees of the Bank under the plan for 2004-2009 is measured at the

date of the grant.

The fair value of option notes granted to employees of the Bank under the plan for 2010-2012 is measured as a liability,

up to the date of approval of the buyback by the Supervisor of Banks; after that date, it is measured as a grant settled in

capital instruments.

The fair value is calculated using the Black-Scholes model. The expected exercise date used to calculate fair value is the

end of the vesting period, because, given the minimal exercise supplement and the lack of a mechanism for adjustment for

dividends, it is likely that employees will tend to exercise the options as early as possible in order to receive the dividends

distributed to the shares.

Set out below are the details of the central assumptions used to estimate the fair value of grants to employees

Options granted in

2012 2011 2010 2009

Risk-free interest rate(1) (%) 3.68% 3.41% 3.13% 2.88%

Expected lifetime (years) 5.14 4.14 3.14 4.00

Expected volatility(2) (%) 34.96% 36.08% 39.29% 33.77%

Dividend yield per share (%) 4.73% 4.55% 4.12% 8.45%

Exercise price (NIS) 1 1 1 1

Share price on date of grant (NIS) 16.85 16.85 16.85 8.02

Fair value per option note (NIS) 12.38 13.09 13.90 4.83

(1) The risk-free interest rate was estimated using a forecast shekel yield curve based on unlinked government bonds.(2) The expected volatility of the share was estimated by examining the historical volatility of daily prices of the share over a period

equivalent to the period of the grant.





(2) Restricted Phantom Shares and Contingent Restricted Phantom Shares

The fair value of restricted phantom shares and of contingent restricted phantom shares that have been granted and are

to be settled in capital instruments is equal to the price of the Bank’s share on the day of the grant, due to the fact that

the exercise increment in respect thereof is equal to zero, and they include adjustments for dividend distribution. The Bank

has adjusted the quantity of contingent restricted phantom shares expected to vest according to the forecast difference

between the return and the cost of capital.

(3) Option Notes for the Former Chairman of the Board and the Former CEO of the Bank:

Set out below are details of the central assumptions used to estimate the fair value of the grant in 2008 to the former Chairman of the Board and the former CEO of the Bank:

Former Chairman of the Board Former CEO of the Bank

Risk-free interest rate(1) (%) 4.25% Risk-free interest rate(1) (%) 4.79%

Expected lifetime (years) 4.12 Expected lifetime (years) 4.09

Expected volatility(2) (%) 25.86% Expected volatility(2) (%) 26.19%

Exercise price (NIS) 16.40 Exercise price (NIS) 16.30

Share price on day preceding approval of the general meeting (NIS) 13.35 Share price on March 30, 2008 (NIS) 13.93

Fair value per option note (NIS) 2.60 Fair value per option note (NIS) 3.13

(1) The risk-free interest rate was estimated using a forecast shekel yield curve based on unlinked government bonds. (2) The expected volatility of the share was estimated by examining the historical volatility of daily prices of the share over a period

equivalent to the period of the grant.



C. Additional Information Regarding Share-Based Payment Transactions Settled in Capital Instruments:1. Share-based payment transactions – options for shares of the Bank granted to employees:

December 31

2011 2010 2009

Number of options

Weighted average

exercise price (in NIS)

Number of options

Weighted average


Number of options

Weighted average


In circulation at start of year 25,296,048 1 16,533,494 1 16,185,089 1

Granted during the year(1) - 1 12,831,723 1 4,322,917 1

Forfeited during the year (398,038) 1 (99,677) 1 (91,899) 1

Exercised during the year(2) (4,044,778) 1 (3,969,492) 1 (3,882,613) 1

In circulation at year end(3) 20,853,232 1 25,296,048 1 16,533,494 1

(1) The weighted average of the fair value of the share options granted during the year at the measurement date was NIS 13.09 per option (2010: NIS 13.90; 2009: NIS 4.83). The weighted average fair value of the share options to be allocated in 2012, at the measurement date, was NIS 12.38 per option note.

(2) The weighted average of the share price at the exercise date of the share options exercised during the year was NIS 15.74 (2010: NIS 17.09; 2009: NIS 12.55).

(3) Options for shares in circulation at year end are divided into sections by exercise price*:

December 31

2011 2010 2009

Exercise price range in NIS 1 1 1

Number of options 20,853,232 25,296,048 16,533,494

Weighted average exercise price (NIS) 1 1 1

Weighted average balance of contractual lifetime (years) 3.0 3.5 2.5

Of which exercisable:

Number of options

Weighted average exercise price (NIS) 1 1 1

* The exercise price of all options issued within the plans is NIS 1.




C. Additional Information Regarding Share-Based Payment Transactions Settled in Capital Instruments (continued):

2. Restricted phantom shares and contingent restricted phantom shares settled in capital instruments as at

December 31, 2011:

Number of units

Senior executives Members of management

CEO Chairman

Restricted Contingent Restricted Contingent Restricted Contingent Restricted Contingent

In circulation at start of year 2,384,221 510,286 1,463,498 418,675 400,000 256,906 400,000 244,650

Granted during the year(1) 1,804,965 450,059 265,210 80,653 - - - -

Forfeited during the year (213,741) (57,057) - (1,447) - (128,453) - (122,325)

Exercised during the year(2) - - (231,165)(118,341)(133,334) - (133,334) -

Expired during the year - - - - - - - -

Reclassified as phantom shares (1,686,028)

In circulation at year end(3) 2,289,417 903,288 1,497,543 379,540 266,666 128,453 266,666 122,325

(1) Average weighted fair value of shares granted during the year at the date of measurement, in NIS 16.71 17.27 - -

(2) Average weighted share price at the exercise date of the units exercised during the year, in NIS - 13.48 13.03 13.03

(3) Shares in circulation at year end:

Exercise price range (NIS) - - - - - - - -

Number of shares 2,289,417 903,288 1,497,543 379,540 266,666 128,453 266,666 122,325

Weighted average exercise price (NIS) - - - - - - - -

Weighted average balance of contractual lifetime (years) 2.60 2.47 1.36 1.70 1.50 2.00 1.50 2.00


Number of shares - - - - - - - -





C. Additional Information Regarding Share-Based Payment Transactions Settled in Capital Instruments (continued):

2. Restricted phantom shares and contingent restricted phantom shares settled in capital instruments as at

December 31, 2010:

Number of units

Senior executives Members of management

CEO Chairman

Restricted Contingent Restricted Contingent Restricted Contingent Restricted Contingent

In circulation at start of year - - - - - - - -

Granted during the year(1) 2,384,221 510,286 1,463,498 443,207 400,000 385,359 400,000 366,975

Forfeited during the year - - - (24,532) - (128,453) - (122,325)

Exercised during the year(2) - - - - - - - -

Expired during the year - - - - - - - -

In circulation at year end(3) 2,384,221 510,286 1,463,498 418,675 400,000 256,906 400,000 244,650

(1) Average weighted fair value of shares granted during the year at the date of measurement, in NIS 16.91 15.57 15.57 16.35

(2) Average weighted share price at the exercise date of the units exercised during the year, in NIS - - - -

(3) Shares in circulation at year end:

Exercise price range (NIS) - - - - - - - -

Number of shares 2,384,221 510,286 1,463,498 418,675 400,000 256,906 400,000 244,650


Weighted average balance of contractual lifetime (years) 2.87 3.26 1.99 2.16 2.00 2.50 2.00 2.50


Number of shares - - - - - - - -





D. Liabilities Arising from Share-Based Payment Transactions Settled in Cash 1. Further details regarding phantom units granted to senior executives as at December 31, 2011 are set out below:

Range of exercise prices in NIS 5-10 10-15 15-20 20-25

Number of phantom units granted but not yet exercised 1,896,673 4,780,919 2,260,881 379,442

Of which: exercisable 285,006 3,010,585 2,260,881 331,813

Average years to expiration 1.2 1.4 0.5 0.9

2. Further details regarding restricted phantom shares and contingent restricted phantom shares settled in cash as at

December 31, 2011 are set out below:

Restricted Contingent Total

Range of exercise prices in NIS - - -

Number of phantom units granted but not yet exercised 3,356,941 554,901 3,911,842

Of which: exercisable - - -

Average years to expiration 0.92 1.00 0.93

Further details regarding restricted phantom shares and contingent restricted phantom shares settled in cash as at

December 31, 2010 are set out below:

Restricted Contingent Total

Range of exercise prices in NIS - - -

Number of phantom units granted but not yet exercised 2,119,235 786,978 2,906,213

Of which: exercisable - - -

Average years to expiration 1.23 1.54 1.32

3. Additional details regarding the total liability arising from share-based payment transactions and regarding the internal

value of liabilities in respect of which the counterparty’s right to cash vested by the end of the year:

December 31

2011 2010

NIS millions

Total liabilities arising from share-based payment transactions 70 127

Internal value of liabilities in respect of which the counterparty’s right to cash or other assets vested by the end of the year 38 27




(NIS millions)


Israeli Currency Foreign Currency(1)

Unlinked Linked to the CPI

US Dollar

Euro Other Non-monetary items* Total

Assets

Cash on hand and deposits with banks 33,271 166 19,881 995 1,477 - 55,790

Securities 21,747 3,136 5,172 1,291 1,475 1,590 34,411

Credit to the public, net(2) 142,503 56,718 30,760 6,455 9,839 220 246,495

Credit to governments 80 1 303 232 - - 616

Investments in equity basis investees - - - - - 125 125

Buildings and equipment - - - - - 3,720 3,720

Intangible assets and goodwill - - - - - 44 44

Assets in respect of derivative instruments(3) 2,449 77 7,098 229 927 19 10,799

Other assets 3,153 509 307 184 91 444 4,688

Total assets 203,203 60,607 63,521 9,386 13,809 6,162 356,688

Liabilities

Deposits from the public 155,391 20,615 60,404 12,938 6,849 220 256,417

Deposits from banks 2,338 693 3,058 857 55 - 7,001

Deposits from the Government 264 684 137 - - - 1,085

Securities which were lent or sold under agreements to repurchase - - 1,148 - 157 - 1,305

Debentures and subordinated notes 6,265 24,646 1,690 75 257 - 32,933

Liabilities in respect of derivative instruments(3) 3,040 2,143 6,971 334 933 - 13,421

Other liabilities 18,330 189 1,074 200 128 478 20,399

Total liabilities 185,628 48,970 74,482 14,404 8,379 698 332,561

Excess of assets (liabilities) 17,575 11,637 (10,961) (5,018) 5,430 5,464 24,127

Effect of hedging derivatives:

Derivative instruments (not including options) (814) (4,834) 9,211 3,285 (6,848)

Options in the money, net (in terms of underlying asset) (1,630) - (658) 1,307 981

Options out of the money, net (in terms of underlying asset) (629) - 582 169 (122)

Total 14,502 6,803 (1,826) (257) (559) 5,464

Options in the money, net (nominal present value) (1,893) - (942) 1,743 1,092

Options out of the money, net (nominal present value) (2,072) - 1,651 469 (48)

* Including derivative instruments whose underlying asset relates to a non-monetary item.(1) Including linked to foreign currency.(2) After the deductions of allowance for credit losses attributed to the linkage bases.(3) The Bank has implemented the directives of FAS 157 concerning fair value measurements as of January 1, 2011. Balances of

assets and liabilities presented in this note are gross amounts,after the attribution of the effects of the implementation of the standard, in the amount of NIS (19) million, these effects were presented in the unlinked segment.

Note 17Assets and Liabilities According to Linkage Basis



(NIS millions)


Israeli Currency Foreign Currency(1)

Unlinked Linked to the CPI

US Dollar

Euro Other Non-monetary items*

Total

Assets

Cash on hand and deposits with banks 39,628 201 8,849 643 1,010 - 50,331

Securities 17,367 2,794 5,595 2,067 1,496 2,285 31,604

Securities which were borrowed or bought under agreement to resell - - - - 16 - 16

Credit to the public, net(2) 131,527 52,901 25,472 6,971 8,212 205 225,288

Credit to governments 5 - 240 94 - - 339

Investments in equity basis investees - - - - - 132 132

Buildings and equipment - - - - - 3,803 3,803

Intangible assets and goodwill** - - - - - 65 65

Assets in respect of derivative instruments** 1,987 281 2,899 349 947 9 6,472

Other assets** ***1,974 8 253 242 33 529 ***3,039

Total assets ***192,488 56,185 43,308 10,366 11,714 7,028 ***321,089

Liabilities

Deposits from the public 136,702 19,421 58,207 13,173 6,257 205 233,965

Deposits from banks 1,390 631 2,399 377 37 - 4,834

Deposits from the Government 322 881 132 - - - 1,335

Securities which were lent or sold under agreements to repurchase - - - - 386 - 386

Debentures and subordinated notes 5,909 20,296 886 58 459 - 27,608

Liabilities in respect of derivative instruments** 2,839 2,432 3,249 489 1,240 - 10,249

Other liabilities** ***17,521 150 1,208 220 151 564 ***19,814

Total liabilities ***164,683 43,811 66,081 14,317 8,530 769 ***298,191

Excess of assets (liabilities) ***27,805 12,374 (22,773) (3,951) 3,184 6,259 ***22,898

Effect of non hedging derivatives:

Derivative instruments (not including options) (13,884) (7,280) 20,832 4,032 (3,700)

Options in the money, net (in terms of underlying asset) 78 - 376 (139) (315)

Options out of the money, net (in terms of underlying asset) (604) - 458 (35) 181

Total ***13,395 5,094 (1,107) (93) (650) 6,259

Options in the money, net (nominal present value) (104) - 278 (210) 36

Options out of the money, net (nominal present value) (932) - 1,423 (586) 95

* Including derivative instruments whose underlying asset relates to a non-monetary item.** The data were reclassified for congruence with the Public Reporting Directives.*** Restated following the retroactive implementation of the directives of the Supervisor of Banks regarding financial reporting

on employee benefits. For further details, see Note 1(E)(18) above. (1) Including linked to foreign currency.(2) After deducting provisions for doubtful debts - partly from borrowers who were specifically identified and partly according to

the proportion of each linkage basis to the total credit to the public.

Note 17Assets and Liabilities According to Linkage Basis



Future expected contractual cash flows* Future expected contractual cash flows* Balance-sheet balances(3) Contractualreturn rate(4)

In %

demand to 1

month

From 1 to 3

months

From 3 months

to 1 year

From 1 to 2

years

From 2 to 3

years

From 3 to 4

years

From 4 to 5

years

From 5 to 10 years

From10 to 20 years

Over 20

years

Total Cash flows

With no fixed repayment

period (2)

Total


Israeli Currency - Unlinked: Assets 69,782 14,815 41,032 23,000 17,227 11,797 8,595 20,168 9,433 1,386 217,235 4,289 203,203 4.0%

Liabilities 137,246 11,055 17,455 6,622 3,951 2,208 2,208 7,293 1,283 693 190,014 398 185,628 2.9%

Difference (67,464) 3,760 23,577 16,378 13,276 9,589 6,387 12,875 8,150 693 27,221 3,891 17,575 -

Derivatives instruments (except options) (3,776) (2,348) 745 1,058 952 (25) (165) 3,351 87 - (121) - (814) -

Options (in terms of the underlying asset) 319 (1,348) (1,527) (85) 12 17 6 - - - (2,606) - (2,259) -

Israeli Currency - Linked to the CPI: Assets 1,777 1,494 6,937 9,272 8,102 6,068 6,209 17,702 13,922 3,298 74,781 164 60,607 3.2%

Liabilities 1,727 2,664 8,038 7,107 6,854 6,641 4,224 17,167 3,718 88 58,228 - 48,970 3.8%

Difference 50 (1,170) (1,101) 2,165 1,248 (573) 1,985 535 10,204 3,210 16,553 164 11,637 -

Derivatives instruments (except options) (17) (324) (1,587) (1,229) (915) (439) 363 (1,307) 87 - (5,368) - (4,834) -

Options (in terms of the underlying asset) - - - 1 - - - - - - 1 - - -

Foreign Currency - Israeli operation(1): Assets 13,558 4,189 5,588 5,536 3,341 1,909 1,807 3,896 822 45 40,691 803 39,296 2.9%

Liabilities 31,781 13,136 14,887 1,935 1,753 1,078 597 967 162 - 66,296 3 65,449 2.4%

Difference (18,223) (8,947) (9,299) 3,601 1,588 831 1,210 2,929 660 45 (25,605) 800 (26,153) -

Derivatives instruments (except options) 3,198 2,633 785 100 (86) 480 (109) (1,952) (181) - 4,868 - 5,027 -

Options (in terms of the underlying asset) (310) 1,351 1,525 83 (12) (17) (6) - - - 2,614 - 2,259 -

Foreign Currency - Foreign operation: Assets 22,696 3,330 6,440 4,935 3,670 1,484 3,023 5,335 832 237 51,982 207 47,420 5.6%

Liabilities 14,019 3,865 5,261 1,843 2,378 251 436 1,017 3,374 2,327 34,771 120 31,816 3.0%

Difference 8,677 (535) 1,179 3,092 1,292 1,233 2,587 4,318 (2,542) (2,090) 17,211 87 15,604 -

Derivatives instruments (except options) 593 20 4 4 - - - - - - 621 - 621 -

Options (in terms of the underlying asset) (9) - - - - - - - - - (9) - - -

Non-monetary items: Assets - - - 3 - - - 6 - - 9 6,153 6,162 -

Liabilities - - - - - - - - - - - 698 698 -

Difference - - - 3 - - - 6 - - 9 5,455 5,464 -

Total as at December 31, 2011 Assets 107,813 23,828 59,997 42,746 32,340 21,258 19,634 47,107 25,009 4,966 384,698 11,616 (5)356,688 3.7%

Liabilities 184,773 30,720 45,641 17,507 14,936 10,178 7,465 26,444 8,537 3,108 349,309 1,219 332,561 3.5%

Difference (76,960) (6,892) 14,356 25,239 17,404 11,080 12,169 20,663 16,472 1,858 35,389 10,397 24,127 -

Derivatives instruments (except options) (2) (19) (53) (67) (49) 16 89 92 (7) - -

Options (in terms of the underlying asset) - 3 (2) (1) - - - - - - -

* This note presents future expected contractual cash flows in respect of assets and liabilities according to linkage bases, according to the outstanding expected maturity periods of each cash flow. The data is presented less the affect of accounting write-offs and of allowance for credit losses.

Unlinked deposits, at interest rates derived from the prime rate, with an option for early redemptions, were included under the first period of option realization after balance-sheet date.

Interest amounts in respect of contracts in which interest is variable (on fixed dates in advance or with dates not fixed in advance), was calculated according to interest rates in effect on December 31, 2011.

(1) Including linked to foreign currency.(2) Assets without a repayment period, including assets in the sum of NIS 3,247 million, which are past due. (3) As included in Note 17 "Assets and Liabilities according to Linkage Basis", including off-balance-sheet amount in respect of derivatives.(4) The contractual return rate is the interest rate deducting the expected future contractual cash flows presented in this note in

respect of a monetary item to its balance-sheet balance. (5) Including revolving credit in the amount of NIS 15,544 million, of which amounts in excess of revolving credit facilities in the

amount of NIS 1,769 million.

Note 18Assets and Liabilities according to Linkage Basis and Maturity Date


(NIS millions)


In %

demand to 1

month

From 1 to 3

months

From 3 months

to 1 year

From 1 to 2

years

From 2 to 3

years

From 3 to 4

years

From 4 to 5

years

From 5 to 10 years

From10 to 20 years

Over 20

years

Total Cash flows


period (2)

Total


Israeli Currency - Unlinked: Assets 69,782 14,815 41,032 23,000 17,227 11,797 8,595 20,168 9,433 1,386 217,235 4,289 203,203 4.0%

Liabilities 137,246 11,055 17,455 6,622 3,951 2,208 2,208 7,293 1,283 693 190,014 398 185,628 2.9%

Difference (67,464) 3,760 23,577 16,378 13,276 9,589 6,387 12,875 8,150 693 27,221 3,891 17,575 -

Derivatives instruments (except options) (3,776) (2,348) 745 1,058 952 (25) (165) 3,351 87 - (121) - (814) -

Options (in terms of the underlying asset) 319 (1,348) (1,527) (85) 12 17 6 - - - (2,606) - (2,259) -

Israeli Currency - Linked to the CPI: Assets 1,777 1,494 6,937 9,272 8,102 6,068 6,209 17,702 13,922 3,298 74,781 164 60,607 3.2%

Liabilities 1,727 2,664 8,038 7,107 6,854 6,641 4,224 17,167 3,718 88 58,228 - 48,970 3.8%

Difference 50 (1,170) (1,101) 2,165 1,248 (573) 1,985 535 10,204 3,210 16,553 164 11,637 -

Derivatives instruments (except options) (17) (324) (1,587) (1,229) (915) (439) 363 (1,307) 87 - (5,368) - (4,834) -

Options (in terms of the underlying asset) - - - 1 - - - - - - 1 - - -

Foreign Currency - Israeli operation(1): Assets 13,558 4,189 5,588 5,536 3,341 1,909 1,807 3,896 822 45 40,691 803 39,296 2.9%

Liabilities 31,781 13,136 14,887 1,935 1,753 1,078 597 967 162 - 66,296 3 65,449 2.4%

Difference (18,223) (8,947) (9,299) 3,601 1,588 831 1,210 2,929 660 45 (25,605) 800 (26,153) -

Derivatives instruments (except options) 3,198 2,633 785 100 (86) 480 (109) (1,952) (181) - 4,868 - 5,027 -

Options (in terms of the underlying asset) (310) 1,351 1,525 83 (12) (17) (6) - - - 2,614 - 2,259 -

Foreign Currency - Foreign operation: Assets 22,696 3,330 6,440 4,935 3,670 1,484 3,023 5,335 832 237 51,982 207 47,420 5.6%

Liabilities 14,019 3,865 5,261 1,843 2,378 251 436 1,017 3,374 2,327 34,771 120 31,816 3.0%

Difference 8,677 (535) 1,179 3,092 1,292 1,233 2,587 4,318 (2,542) (2,090) 17,211 87 15,604 -

Derivatives instruments (except options) 593 20 4 4 - - - - - - 621 - 621 -

Options (in terms of the underlying asset) (9) - - - - - - - - - (9) - - -

Non-monetary items: Assets - - - 3 - - - 6 - - 9 6,153 6,162 -

Liabilities - - - - - - - - - - - 698 698 -

Difference - - - 3 - - - 6 - - 9 5,455 5,464 -

Total as at December 31, 2011 Assets 107,813 23,828 59,997 42,746 32,340 21,258 19,634 47,107 25,009 4,966 384,698 11,616 (5)356,688 3.7%

Liabilities 184,773 30,720 45,641 17,507 14,936 10,178 7,465 26,444 8,537 3,108 349,309 1,219 332,561 3.5%

Difference (76,960) (6,892) 14,356 25,239 17,404 11,080 12,169 20,663 16,472 1,858 35,389 10,397 24,127 -

Derivatives instruments (except options) (2) (19) (53) (67) (49) 16 89 92 (7) - -

Options (in terms of the underlying asset) - 3 (2) (1) - - - - - - -

* This note presents future expected contractual cash flows in respect of assets and liabilities according to linkage bases, according to the outstanding expected maturity periods of each cash flow. The data is presented less the affect of accounting write-offs and of allowance for credit losses.


Interest amounts in respect of contracts in which interest is variable (on fixed dates in advance or with dates not fixed in advance), was calculated according to interest rates in effect on December 31, 2011.

(1) Including linked to foreign currency.(2) Assets without a repayment period, including assets in the sum of NIS 3,247 million, which are past due. (3) As included in Note 17 "Assets and Liabilities according to Linkage Basis", including off-balance-sheet amount in respect of derivatives.(4) The contractual return rate is the interest rate deducting the expected future contractual cash flows presented in this note in

respect of a monetary item to its balance-sheet balance. (5) Including revolving credit in the amount of NIS 15,544 million, of which amounts in excess of revolving credit facilities in the

amount of NIS 1,769 million.



Note 18Assets and Liabilities according to Linkage Basis and Maturity Date (continued)


In %

demand to 1

month

From 1 to 3

months

From 3 months

to 1 year

From 1 to 2

years

From 2 to 3

years

From 3 to 4

years

From 4 to 5

years

From 5 to 10 years

From10 to 20 years

Over 20

years

Total Cash flows


period (1)

Total

Total as at December 31, 2010 Assets 96,956 24,476 50,160 38,661 28,862 20,677 14,720 46,077 20,946 3,956 345,491 **11,579 **321,089 3.8%

Liabilities **166,745 **27,544 **40,231 **12,088 **11,075 **10,633 **8,076 **23,912 **10,720 **5,196 **316,220 **1,453 **298,191 **3.6%

Difference **(69,789) **(3,068) **9,929 **26,573 **17,787 **10,044 **6,644 **22,165 **10,226 **(1,240) **29,271 **10,126 **22,898

Derivatives instruments (except options) (5) (37) (18) (48) 5 13 43 49 (2) - - - -

Options (in terms of the underlying asset) 2 (2) (1) - - - 1 - - - - - -

* This note presents future expected contractual cash flows in respect of assets and liabilities according to linkage bases, according to the outstanding expected maturity periods of each cash flow. The data is presented less provisions for doubtful debts.


Interest amounts in respect of contracts in which interest is variable (on fixed dates in advance or with dates not fixed in advance), were calculated according to interest rates in effect on December 31, 2010.

** Restated following the retroactive implementation of the directives of the Supervisor of Banks regarding financial reporting on employee benefits. For further details, see Note 1(E)(18) above.

(1) Assets without a repayment period, including assets in the sum of NIS 2,684 million, which are past due. (2) As included in Note 17 "Assets and Liabilities according to Linkage Basis", including off-balance-sheet amounts in respect of

derivatives.(3) The contractual return rate is the interest rate deducting the expected future contractual cash flows presented in this note

in respect of a monetary item to its balance-sheet balance.


(NIS millions)


In %

demand to 1

month

From 1 to 3

months

From 3 months

to 1 year

From 1 to 2

years

From 2 to 3

years

From 3 to 4

years

From 4 to 5

years

From 5 to 10 years

From10 to 20 years

Over 20

years

Total Cash flows


period (1)

Total

Total as at December 31, 2010 Assets 96,956 24,476 50,160 38,661 28,862 20,677 14,720 46,077 20,946 3,956 345,491 **11,579 **321,089 3.8%

Liabilities **166,745 **27,544 **40,231 **12,088 **11,075 **10,633 **8,076 **23,912 **10,720 **5,196 **316,220 **1,453 **298,191 **3.6%

Difference **(69,789) **(3,068) **9,929 **26,573 **17,787 **10,044 **6,644 **22,165 **10,226 **(1,240) **29,271 **10,126 **22,898

Derivatives instruments (except options) (5) (37) (18) (48) 5 13 43 49 (2) - - - -

Options (in terms of the underlying asset) 2 (2) (1) - - - 1 - - - - - -

* This note presents future expected contractual cash flows in respect of assets and liabilities according to linkage bases, according to the outstanding expected maturity periods of each cash flow. The data is presented less provisions for doubtful debts.


Interest amounts in respect of contracts in which interest is variable (on fixed dates in advance or with dates not fixed in advance), were calculated according to interest rates in effect on December 31, 2010.


(1) Assets without a repayment period, including assets in the sum of NIS 2,684 million, which are past due. (2) As included in Note 17 "Assets and Liabilities according to Linkage Basis", including off-balance-sheet amounts in respect of

derivatives.(3) The contractual return rate is the interest rate deducting the expected future contractual cash flows presented in this note

in respect of a monetary item to its balance-sheet balance.



(NIS millions)

Contract balances* Allowance for credit losses

December 31

2011 2010 2011

A. Off-balance-sheet financial instruments:

Contract balances or nominal amounts for year-end -

Transactions, the balance of which represents a credit risk:

(a) Documentary credit 2,627 1,417 4

(b) Credit guarantees 7,012 6,626 18

(c) Guarantees to purchasers of apartments 13,032 10,067 58

(d) Other guarantees and liabilities 19,359 16,488 168

(e) Unutilized credit facilities for credit cards under the responsibility of the bank 32,924 29,688 76

(f) Unutilized credit facilities for credit cards under the responsibility of other banks 10,163 9,744 -

(g) Unutilized revolving debitory and other on-demand credit facilities 34,515 36,561 90

(h) Irrevocable obligations to grant credit, which has been approved but is yet undrawn 26,456 26,433 67

(i) Obligations to issue guarantees 17,636 15,474 76

* Contract balances or nominal amounts for year-end, before the affect of allowance for credit losses.

December 31

2011 2010

B. Off-balance-sheet commitment regarding activity per the extent of collection(1) for year-end

Credit balance from deposits as per extent of collection(2)

Israeli currency - unlinked 43 46

Israeli currency - linked to the CPI 5,201 5,906

Foreign currency 46 -

Total 5,290 5,952

(1) Credit and deposits from deposits which their repayment to the depositor is dependant on the collection of the credit (or deposits) with margin or collection commission (instead of margin).

(2) Standing loans and deposits from the Government which were granted on their behalf, in the amount of NIS 483 million (2010: NIS 566 million) were not included in this table.

Note 19Contingent Liabilities and Special Commitments



(NIS millions)

B. Off-balance-sheet commitment regarding activity per the extent of collection(1) for year-end (continued):Future flows of collection commissions and interest margin as per extent of collection activity(1)

December 31, 2011

December 31, 2010

Up to 1 year

From 1 to

3 years

From 3 to 5

years

From 5 to 10 years

From 10 to 20 years

Over 20

years

Total Total

Linked to the CPI(2)

Future contractual flows 35 62 55 114 42 2 310 364

Expected future flows after management's estimate of early repayment 36 57 44 71 18 - 226 258

Capitalized future flows after management's estimate of early repayments(3) 35 55 40 60 13 - 203 230

Information on loans granted during the year in mortgage banks:

December 31

2011 2010

Loans from deposits as per extent of collection 20 43

Standing loans 8 10

(1) Credit and deposits from deposits which their repayment to the depositor is dependant on the collection of the credit (or deposits) with margin or collection commission (instead of margin).

(2) Including foreign currency segment.(3) The future flows were capitalized at a rate of 2.28% ( 2010: 2.44%).

C. Contingent Liabilities and Special Commitments:

December 31

2011 2010

(1) Liability to purchase securities 260 166

(2) Construction and purchase of buildings and equipment 39 51

(3) Rent payable in future years for buildings and equipment in respect of commitments for periods longer than three years, after balance sheet date:

First year 130 108

Second year 130 108

Third year 130 108

Fourth year 123 105

Fifth year 117 98

Over five years 696 610

Total rent for buildings and equipment 1,326 1,137

Note 19Contingent Liabilities and Special Commitments(continued)




C. Contingent Liabilities and Other Special Commitments (continued)

(4) The Bank guarantees, to some members of provident funds that were formerly under its management and have

been sold to insurance companies and investment houses, the payment on the date of entitlement of at least the nominal

amount of the fund's receipts in the member's account, less deductions permitted by law to cover the fund's expenses, tax

deductions, and any amount that the fund is obligated to repay to the member's employer, all subject to the relevant item

in the approved articles of association of each fund. The balance of those nominal amounts as at the balance-sheet date

amounted to NIS 3,739 million (December 31, 2010: NIS 4,174 million).

The accrual of sums to these members’ credit in the aforesaid funds usually substantially exceeds the amounts for which the

Bank is a guarantor. The "fair value" of the Bank’s liabilities in this respect as at December 31, 2011 is immaterial.

As part of the sale of the funds, the matter of the Bank's guarantee was regularized with each of the buyers of the funds

wherein the Bank provided a guarantee. With regard to the provident funds sold to insurance companies and/or companies

under their control, the guarantee was assigned immediately on the date of completion of the transaction, with the approval

of the Supervisor of the Capital Market, Insurance, and Savings (hereinafter : the "Supervisor"), and the Bank is no longer a

guarantor for the members of these funds. With regard to the provident funds bought by investment houses wherein the

Bank provided a guarantee, the following trajectory was established:

• Foralimitedperiodanduptothefirsttwoyearsfromthedateofcompletionofthetransaction,theBankwillcontinue

to serve as a guarantor for some of the members of the provident funds, as it did while the funds were under its

ownership.

• Whenthelimitedperiodestablishedhaselapsed,theBankwillcontinuetoserveasaguarantorforsomemembers

of the provident funds, only for the balance accrued up to the end of seven years from the date of completion of the

transaction.

• ThebuyersundertookacommitmenttotransfertheBank'sguaranteetoaninsurerorotherpartyapprovedbythe

Supervisor when seven years have elapsed from the date of completion of the transaction, in a manner such as to grant

the Bank a final and absolute release from its guarantee.

• ThesaleagreementbetweentheBankandPrismaaddressesthesubjectofguarantees,asfollows:Ifandasallorsome

of the existing guarantees are exercised, in such a case the buyer shall compensate and indemnify the Bank, at its first

demand in writing, in respect of any amount paid by the Bank, provided that the aggregate amount in respect of each

calendar year does not exceed NIS 22 million. At the balance-sheet date, the balance of the guarantees is zero. When

the provident funds of Prisma were sold to Psagot, Psagot undertook this liability towards the Bank, as of the date of

completion of the sale.

• ThesaleagreementbetweentheBankandDashProvidentFundsaddressesthesubjectofguarantees,asfollows:Ifand

as the existing guarantee is exercised, in such a case the buyer (guaranteed by the parent company) shall compensate

and indemnify the Bank, at its first demand in writing, in respect of any amount paid by the Bank, provided that the

aggregate amount in respect of each calendar year does not exceed NIS 7 million. At the balance-sheet date, the balance

of the guarantees is zero.

The trajectory described above is regularized in detail in each of the agreements and anchored in the articles of the funds,

which have been approved by the Supervisor. The articles of the funds state that as long as the Supervisor has not approved

the replacement or assignment of the Bank's guarantee, the Bank's guarantee to some of the members of the provident

funds shall remain in effect.




(5) The Bank has undertaken to indemnify officers who are directors of the Bank and who are regarded or are likely to be

regarded as controlling shareholders of the Bank, as defined in Paragraph 268 of the Companies Law, 1999.

The amount of the indemnity to be provided by the Bank under the aforesaid commitment to each of its officers, in aggregate,

in respect of one or more of the indemnity events shall not exceed 25% of the Banks' shareholders' equity according to

its most recent financial statements published prior to the date of the actual indemnity. In addition, the Bank undertook

a commitment to indemnify subsidiaries, in order to comply with Proper Conduct of Banking Business limits (the ratio of

capital to risk-adjusted assets, and the limits on the indebtedness of a single borrower and of related parties), and in order

to receive an exemption from the implementation of Proper Conduct of Banking Business Directive No. 201-211, "Capital

Measurement and Adequacy. "The indemnification expires automatically without the need for any action by any of the

parties on the date on which the Bank ceases to hold any means of control in the company, either on its own or through

companies under its full ownership

(6) Hapoalim Hanpakot Ltd., a consolidated company that engages in the issuance of subordinated notes and debentures

to the public based on prospectuses for the purpose of depositing the proceeds at the Bank, has undertaken to indemnify

directors, officers, and lawyers (hereinafter: "Indemnification Recipients") in connection with various prospectuses published

since 1998 in respect of monetary indebtedness to be imposed upon them due to actions they performed in the capacity

of providing services to the company; and with regard to subordinated notes and debentures issued as of 2001, also due to

monetary indebtedness imposed upon them to the benefit of another person in accordance with a court ruling, including a

ruling issued in a compromise or an arbitrator's ruling approved by a court, and in respect of reasonable litigation expenses,

including lawyers' fees, expended by them or charged to them by a court in a proceeding filed against them by the company

or in its name or by another person, or in a criminal indictment in which they are acquitted, or in a criminal indictment in

which they are convicted of an offense that does not require proof of mens rea; and with regard to Subordinated Notes

(Series I-N) and Subordinated Capital Notes (Series 1) issued based on prospectuses dated from December 21, 2005 to

May 23, 2011, also for reasonable litigation expenses, including lawyers' fees, expended by the Indemnification Recipients due

to an investigation or proceeding conducted against them by the government agency authorized to conduct the investigation

or proceeding, and which concluded without an indictment, and without any financial obligation imposed as a substitute

for a criminal proceeding, or which concluded without an indictment, but with the imposition of a financial obligation as a

substitute for a criminal proceeding, for an offense that does not require proof of mens rea, as these terms are defined in the

Companies Law, 1999, all provided that the financial obligation and/or expenses are not covered in practice by an insurance

policy. The cumulative indemnification ceiling for all Indemnification Recipients was established as a maximum amount not

to exceed the amount of the overall limit stipulated in each prospectus; with respect to Subordinated Notes (Series I-N),

a maximum amount not to exceed 10% of the total limit established for the issue under the aforesaid prospectus.

(7) Under an agreement, a contingent liability exists between the TASE Clearing House and the members of the Tel-Aviv

Stock Exchange Ltd. (including the Bank) with regard to mutual indemnification among the members of the TASE Clearing

House to pay money, in full or in part, or securities cleared, in full or in part, which one of the members of the TASE is

obligated to pay or deliver, or if the Clearing House has paid the said unpaid moneys or purchased the undelivered cleared

securities and delivered them to the designated recipient to which they are owed.

Each member's share of the indemnification is equivalent to the ratio of the member's financial turnover to the total financial

turnover of all of the members responsible for payment to the Clearing House for the loss, for a period of twelve months

ending on the last day of the month preceding the month in which the event that caused the loss occurred.

(8) Consolidated companies of the Bank act as trustees for holders of debentures, and are required to monitor compliance

with the terms of the debentures as undertaken by the issuing companies and by law. These companies also engage in

trust services for the benefit of various beneficiaries who own money, rights, and other assets, to be held and managed in

accordance with the instructions of the owners.




(9) (A) Isracard has undertaken a commitment to indemnify directors and other officers of the company. The cumulative

amount of the indemnification to be provided by Isracard under this obligation to all insured parties of the company in

respect of one or more indemnification events shall not exceed 30% of its shareholders' equity according to its most recent

(annual or quarterly) known financial statements prior to the actual payment.

(B) Poalim Express has undertaken a commitment to indemnify directors and other officers of the company. The cumulative

amount of the indemnification to be provided by the company under this obligation to all insured parties of the company

in respect of one or more indemnification events shall not exceed 50% of its shareholders' equity according to its most

recent (annual or quarterly) known financial statements prior to the actual payment.

(10) In May 2005, the Antitrust Commissioner (hereinafter: the “Commissioner”) declared Isracard a holder of a monopoly

in clearing Isracard and MasterCard charge cards (hereinafter: the “Declaration”). Based on the opinion of legal advisors, the

Bank and Isracard believe that Isracard has strong arguments against the aforesaid Declaration of monopoly, and Isracard

has appealed the Declaration in court. In any case, the “Arrangement” described below includes an agreement according

to which the Commissioner will cancel the Declaration, under several conditions, which as at the date of the report have

been met in full.

In August 2005, the Israel Antitrust Authority notified Isracard that the Commissioner intended to impose directives on

Isracard under Section 30 of the Restrictive Trade Practices Law. The main points of the directives, a draft of which was

provided to Isracard, are as follows:

• AdirectiveinstructingIsracardtoallowdomesticclearingofMasterCardcreditcardsandIsracardcreditcards

(the brand owned by Isracard) by additional clearers, subject to compliance with the license terms specified by the

Commissioner, as described below.

• AdirectiveinstructingIsracardtosignadomesticagreementregulatingtheinteractionbetweenclearersandissuers

for the purpose of clearing in Israel of the aforesaid cards, under temporary interchange-fee terms (a fee paid by

clearers of credit-card transactions to the issuers of the credit cards), as approved by the Antitrust Tribunal for other

clearers, and a fixed interchange fee, to be approved. These fees apply to the clearing of the aforesaid cards, as well as

to the clearing by Isracard of Visa cards issued by the other clearers (hereinafter : the "Domestic Agreement").

• AdirectiveinstructingIsracardtoimplementacommontechnicalinterfacefortheperformanceofdomesticclearing.

The terms stipulated by the Commissioner for the granting of a license to clear Isracard cards include Isracard’s right to

receive monetary remuneration for the license, and the obligation of other clearers who apply for such a clearing license

to issue a minimum number of Isracard cards.

Based on the opinion of legal advisors, the Bank and Isracard believe that Isracard has strong arguments against the issuance

of the directives in the aforesaid draft, in itself, as well as against their content and extent. In October 2005, Isracard presented

this position to the Commissioner. In any event, as noted, in light of the agreement with the Commissioner according to

which the Commissioner's Declaration of a monopoly will be cancelled, no directives will be issued.

Following talks held between Isracard, the credit-card companies Leumi Card Ltd. and CAL (these three companies jointly,

hereinafter : the "Credit Card Companies"), and the Commissioner, the Credit Card Companies reached an arrangement

among themselves (hereinafter : the "Arrangement"), with the Commissioner's support, under which the Credit Card

Companies and the banks that control them will enter into a detailed Domestic Agreement regarding full domestic clearing

in Israel, including the operation of an appropriate technical interface (hereinafter: the "Technical Interface"), of transactions in

Visa and MasterCard credit cards. This Arrangement also includes matters that require approval of a restrictive arrangement

from the Antitrust Tribunal.




The Credit Card Companies, together with the banks that control each of them – respectively, the Bank, Bank Leumi LeIsrael

B.M., Israel Discount Bank Ltd., and First International Bank of Israel Ltd. – filed a request with the Tribunal in October 2006

to approve a restrictive arrangement, under the terms formulated and agreed upon with the Commissioner. An amended

cross-clearing arrangement, amending the previous agreements, was submitted to the court on December 28, 2011, and

shall be in effect from the date of approval to December 31, 2018. On March 7, 2012, the Restrictive Trade Practices Tribunal

ruled to approve the amended arrangement, including all terms.

The terms of the amended arrangement, which were approved in the ruling of the Tribunal, include, among other things:

commitment by the parties to petition the Tribunal or the Supervisor regarding the period following the end of the

arrangement, should the parties wish to continue cross-clearing; various rules of conduct that will apply to the Credit Card

Companies in their contractual engagements with merchants to enter into clearing arrangements with them, including

a prohibition on ligation of different cards and various prohibitions on discrimination; and in addition, a commitment by

the banks listed above to apply the aforesaid rules of conduct to themselves as well, and to undertake rules of conduct

in their relationships with holders of credit cards and with merchants that accept credit cards, essentially prohibitions on

discrimination, ligation, or influence in manners prohibited in the Arrangement to transfer to a particular credit card or clear

with any of the Credit Card Companies.

The Arrangement also includes a directive under which the Commissioner will cancel the Declaration of Isracard as the

holder of a monopoly in clearing Isracard and MasterCard credit cards, provided that the conditions stipulated in the

Arrangement are fulfilled; as at the date of this report, these conditions have been met in full.

The Arrangement establishes the following rates for issuer fees: until June 30, 2012, the issuer fee shall stand at an average

rate of 0.875%; starting July 1, 2012, the average issuer fee shall stand at 0.8% for six months; starting January 1, 2013, the

average issuer fee shall stand at 0.75%; starting July 1, 2013, the average issuer fee shall stand at 0.735%; from July 1, 2014,

to the end of the term of the Arrangement (December 31, 2018) the average issuer fee shall stand at 0.7%.

The aforementioned Domestic Agreement was signed in May 2007 between the Credit Card Companies, Aminit, Bank

Leumi LeIsrael B.M., Discount Bank Ltd., and First International Bank of Israel Ltd. In June 2007, the Credit Card Companies

began direct clearing in Israel, through the Technical Interface, of transactions executed in MasterCard and Visa credit cards,

according to the credit cards in which each company operates.

The decision of the Tribunal may have a negative effect on the revenues of the Bank Group in the future; however, at this

stage the Bank is unable to estimate the extent of such an effect.

In August 2011, the Knesset plenum passed a government bill concerning discounting, among other matters, as well as a

directive stating that an issuer of 10% or more of the charge cards issued in Israel, or an issuer of charge cards used to

execute at least 10% of the amounts of transactions executed in Israel, shall be required to contract with a clearer for

cross-clearing of transactions in the charge cards which it issues. The directives of this law take effect nine months after the

inception of the law. In the opinion of the Bank, this law will have an adverse effect on the revenues of the Bank Group in

the future; however, at this stage the Bank cannot estimate the actual extent of this effect.




(11) On March 6, 2005, the Israel Police opened an overt investigation of suspicions of violations of the Money Laundering

Prohibition Law. In the course of the investigation, the police seized documents and records from various Bank offices and

from the offices of Poalim Trust Services (hereinafter : the "Trust Company"). The police summoned employees of the Bank

and of the Trust Company, including officers, for questioning. In addition, certain customers’ accounts were frozen, some of

which served as collateral for credit.

Further to this investigation, indictments were filed regarding offenses under the Prohibition of Money Laundering Law, as

follows: Two mid-level employees at one of the Bank’s branches were indicted in February 2006; in December 2009, the

District Court cleared these two employees of all charges; the State’s Attorney filed an appeal with the Supreme Court

regarding the acquittal of one of the two employees; the Supreme Court expunged the appeal by the State’s Attorney

on May 18, 2011, making the employee’s acquittal final; two additional mid-level employees from the same branch were

indicted in December 2008; on August 22, 2010, the District Court cleared these two employees of all essential charges,

and ruled to dismiss the indictment due to abuse of process; in October 2009, an indictment was filed against the Trust

Company and against the former chairman of the board of directors and CEO of the Trust Company, its attorney, and an

employee of the Bank.

On February 15, 2012, the District Court approved a plea bargain in which the Trust Company admitted to two offenses

in the area of proper management and was fined in the amount of NIS 42 thousand. In addition, the Trust Company will

pay an amount of NIS 9 million to the Administrator General; it is clarified in the plea bargain that this payment does not

constitute a fine and is not a component of any type of penalty. Within the plea bargain, the two former officers of the Trust

Company admitted to the offenses in the area of proper management. Fines were imposed upon them, in the amount of

NIS 21 thousand for one of the officers and NIS 15 thousand for the other officer, as well as a suspended prison sentence.

The charges included in the original indictment against the two employees of the Bank (who were not employed by the

Trust Company) were dropped.

(12) On March 19, 2008, the Bank received notification from the Antitrust Authority that the Antitrust Commissioner was

considering the possibility of exercising her authority under Section 43(A)(1) of the Restrictive Trade Practices Law, 1988

(hereinafter : the "Restrictive Trade Practices Law") to determine that restrictive arrangements existed between the Bank

and Bank Leumi, Discount Bank, Mizrahi-Tefahot Bank, and FIBI with regard to the transfer of information concerning fees.

The Bank submitted its position to the Commissioner, backed by an economic opinion, emphasizing that there is no cause

to allege that the Bank had restrictive arrangements with other banks.

After the Bank submitted its arguments in writing, a discussion was held between the representatives of all of the banks

referenced in the aforesaid letter and the Commissioner, during which the Commissioner proposed that the banks pay an

aggregate sum of NIS 290 million (of which NIS 80 million by the Bank), and that future rules of conduct be anchored in

a consensual order pursuant to Article 50A or 50B of the Restrictive Trade Practices Law. The Bank rejected this proposal,

and to the best of its knowledge, the other banks responded in the same manner.

On April 26, 2009, the Antitrust Commissioner issued a declaration, within her authority under Section 43(A)(1) of the

Restrictive Trade Practices Law, stating that restrictive arrangements existed between the Bank and Bank Leumi, Discount

Bank, Mizrahi-Tefahot Bank, and FIBI until 2004. The Commissioner's declaration states that information transferred among

the banks, as detailed in the declaration, constitutes a restrictive arrangement. The Bank intends to file an appeal of this

declaration with the Antitrust Tribunal.

Pursuant to the provisions of Section 43 of the Restrictive Trade Practices Law, this declaration may serve as alleged evidence

in any other legal proceeding.




D. Legal Claims (A) The Bank Group (the Bank and its consolidated subsidiaries) is a party to legal proceedings, including petitions to certify

class actions, taken against it by its customers, former customers, and various third parties, who deem themselves injured

or harmed by the Bank Group’s operations during the normal course of its business. The causes of the claims against the

Bank Group are various and wide-ranging. In the opinion of the Bank's Board of Management, based on legal opinions with

regard to the likely outcome of pending claims, including petitions to certify class actions, the financial statements include

sufficient provisions, in accordance with generally accepted accounting principles, to cover possible damages resulting from

all claims, where such provisions are necessary.

The additional exposure in respect of claims filed against the Bank Group on various matters that have a "reasonably possible"

probability of materialization amounts to approximately NIS 217 million.

Set out below are details of the claims, including petitions to certify claims as class actions, in material amounts, as at the

date of filing (claim amounts listed below are the original amounts, as they appear in the claim statements):

1. On August 16, 2010, a claim was filed with the US Bankruptcy Court of the Southern District of New York (hereinafter:

the "Bankruptcy Court") against Bank Hapoalim (Switzerland) Ltd. (hereinafter : "BHS"), a wholly-owned subsidiary of the

Bank, and against others. The claimant, Fairfield Sentry Limited, through its liquidators (hereinafter : the "Fund"), was a feeder

fund in which customers of BHS invested. This claim has been amended and expanded. The amount of the claim stands at

approximately USD 27 million.

The claim against BHS is one of many similar claims that the Fund filed in which the defendants are required to return to the

Fund all redemptions that they made from the Fund in the years preceding its liquidation (hereinafter: the "Fairfield Claims").

BHS has defense claims, both procedural and on the merits, including with regard to the jurisdiction of the Court to discuss

claims against BHS.

Two rulings handed down during September 2011 may affect the Fairfield Claims: First, a ruling by the BVI court (where the

Fairfield Fund is incorporated) according to which the Fairfield Fund received fair consideration for redemptions withdrawn

from the fund at the time; and second, a ruling by the Federal Court of New York according to which the Bankruptcy Court

does not have material jurisdiction to discuss the Fairfield Claims.

Following these two rulings, the Bankruptcy Court ordered a delay of the discussion of the Fairfield Claims before it, until

the conclusion of the proceedings in the appeal of the aforesaid two rulings. Note that the Fund’s appeal of the New York

Federal Court’s ruling was denied on March 1, 2012.

In the opinion of the Board of Management of the Bank, based on a legal opinion, the probability that the claim will be

accepted is lower than the probability that it will be denied.

2. On October 29, 2009, a claim was filed with the Central District Court for declaratory orders stating, inter alia, that the

Bank and six additional banks (hereinafter : the "Respondent Banks") are not entitled to charge the claimants for differences

in respect of "violation" interest, as defined in the claim, and that the amount of the interest which the Respondent Banks

are demanding from the claimants in connection with their debt to the Respondent Banks should be reduced.

The total amount of "violation" interest demanded by all of the Respondent Banks stands at approximately NIS 841 million,

whereas the claimants argue that the amount which the banks should collect from them in respect of the violation is a total

of only approximately NIS 37 million; thus, the difference stands at a total of approximately NIS 804 million.

Alternatively, the claimants argue that the total debt of the claimants to the Respondent Banks should be set at an amount

of approximately NIS 460 million, instead of the total of approximately NIS 980 million recorded in the books of the banks

as at the date of filing of the claim; thus, the difference is approximately NIS 520 million.

The claim is based, among other matters, on the argument that the "violation" interest actually constitutes "agreed

compensation," as this term is defined in Section 15(A) of the Contracts (Remedies) Law, 1970, which the court is

permitted to reduce if it finds that it has been established without reasonable proportion to the damage that could have

been expected when preparing the loan agreement; and on the argument that charging "violation" interest constitutes bad

faith and unjust enrichment by the Respondent Banks.

In the opinion of the Board of Management of the Bank, based on a legal opinion, the probability that the claim will be

accepted is remote.




3. On April 27, 2009, a claim statement and a petition to certify and administer the claim as a class action were filed with

the District Court of Tel-Aviv-Jaffa against the Bank and against four additional banks (hereinafter : the "Respondent Banks")

in the amount of NIS 1 billion.

The claimants, who claim to be customers of the Respondent Banks, are attempting to attribute a restrictive arrangement

concerning fee rates to the respondents. According to the claimants, due to the coordinated policies of the Respondent

Banks, which they allege were characterized by prohibited cooperation between them and by the intentional, systematic

exchange of information, competition in the market was allegedly impaired, and the Respondent Banks were able to maintain

a uniform (and high) level of fees, such that the claimants and the members of the group which they seek to represent paid

excessive prices for the services they received.

The claim is based on a declaration pursuant to Section 43(A)(1) of the Restrictive Trade Practices Law, 1988, issued by

the Antitrust Commissioner on April 26, 2009, entitled "Regarding: Restrictive arrangements between Bank Hapoalim, Bank

Leumi, Discount Bank, Mizrahi Bank, and FIBI concerning the transfer of information pertaining to fees" (hereinafter : the

"Declaration"). The Bank has filed an appeal of the Declaration.

According to the claimants, the amount of the claim was determined according to an estimated calculation only, and for the

purpose of placing it within the material jurisdiction of the District Court.

The Bank has filed a petition to expunge the claim in limine due to material overlap between it and the claim described

in Section 4 below.

In a ruling dated November 29, 2009, the court suspended the discussion of this claim for two years, in order to examine

the outcome of the appeal mentioned above. A decision whether to suspend the proceedings for an additional period has

not yet been made.

4. On June 30, 2008, a claim and a petition to certify and administer the claim as a class action were filed with the District

Court of Tel-Aviv-Jaffa against the Bank and against two other banks (hereinafter : the "Respondent Banks"), in the amount

of NIS 3 billion.

The cause of the claim, according to the claimants, is restrictive arrangements allegedly made by the Respondent Banks over

a consecutive period of approximately ten years, or more, allegedly based on coordination of prices of various operational

fees collected by the Respondent Banks from their private customers during the period relevant to the claim. The claim

statement alleges that the Respondent Banks coordinated the timing of increases and/or reductions of fee prices as well as

the rates of the fees, and that as a result, the claimants and the members of the group which they seek to represent paid

an unfair, unreasonable, uneconomic price that was substantially higher than the price which they would have paid under

conditions of free competition. The claimants allege that the banks thereby obtained unjust enrichment at the expense of

their customers.

On April 26, 2009, the Antitrust Commissioner issued a declaration pursuant to Section 43(A)(1) of the Restrictive Trade

Practices Law, 1986 (hereinafter: the "Declaration") stating that the Bank was a party to restrictive arrangements concerning

the transfer of information between it and other banks with regard to banking fees. The Bank has filed an appeal of the

Declaration.

In a ruling dated November 29, 2009, the court suspended the discussion of this claim for two years, in order to examine

the outcome of the appeal mentioned in Section 3 above. A decision whether to suspend the proceedings for an additional

period has not yet been made.




5. On April 1, 2007, a claim and a petition to certify the claim as a class action were filed with the District Court

of Tel-Aviv-Jaffa against the Bank and against Bank Leumi. The amount stated in the claim statement is approximately

NIS 386 million.

The claimants allege that the defendants, who are TASE members, charged fees in the past and charge fees in the present

from mutual-fund managers for securities and/or foreign-currency buying and selling transactions which are higher than

the fees charged from other entities at the same time, in contravention of the provisions of Section 69 of the Joint Trust

Investment Law, 1994. According to the claimants, the claim concerns losses caused to themselves and to the other members

of the group as a result of the fact that the defendants unlawfully charged mutual-fund managers brokerage fees at a higher

rate than should have been charged, thereby increasing economic costs, reducing the value of the fund’s assets, reducing

the value of each participatory unit, and, as a consequence of all of the above, reducing the profit (or increasing the loss)

of each investor.

6. On December 13, 2006, a claim and a petition to certify the claim as a class action against the Bank and against

Bank Leumi LeIsrael B.M. and Israel Discount Bank Ltd. (hereinafter : the "Respondent Banks") were filed with the District

Court of Jerusalem. The aggregate amount of the class-action suit against all of the Respondent Banks, as specified in the

claim statement, is approximately NIS 5.6 billion. The claimants note in their claim that according to a different method of

calculation, the amount claimed is at least NIS 5.2 billion.

The claimants, who present themselves as citizens who maintain households and who received credit from the Respondent

Banks, allege in the claim that they were charged excessive interest payments without economic or commercial justification.

The claimants further allege that the interest rate was determined while exploiting the Respondent Banks’ standing in the

households banking market, while reducing competition and causing damage to the public and/or while creating an illegal

restrictive arrangement. The claimants further allege that the interest rate was determined while misinforming them with

regard to the usual price of credit services for the households sector, in violation of the Consumer Protection Law, 1981.

The claimants allege that this resulted in damage to the claimants and to the other customers of the Respondent Banks

comprising the households sector.

In May 2008, the court ruled to delay proceedings in this claim until a ruling is given in the claim described in Subsection

7 below.

7. On September 12, 2006, a claim statement and a petition to certify the claim as a class action were filed with the District

Court of Tel-Aviv-Jaffa against the Bank and against Bank Leumi LeIsrael B.M. and Israel Discount Bank Ltd. (hereinafter : the

"Respondent Banks"). The amount of the claim noted in the claim statement against all of the Respondent Banks in aggregate

is NIS 7 billion; the claimant notes that she reserves the right to amend the claim statement.

The claimant alleges that while she maintained an account with the Bank, she was charged excessive and unreasonable

interest payments by the Bank, as well as payments for added risk, credit allocation fees, and account management fees in

a current drawing business account which, she claims, were uniform among all of the Respondent Banks. According to the

claimant, the Bank acted in coordination with the other respondents, under a restrictive arrangement among them, and as

a result of the uniformity in interest rates competition among them was averted or reduced, thereby increasing the interest

spread in the unlinked shekel segment in current accounts, and allegedly creating profits for the respondents while causing

damage to the public and to the economy.

On January 21, 2008, the court approved the hearing of the claim as a class action. The Bank filed for permission to appeal

this ruling. According to a directive of the Supreme Court, the Attorney General has been asked to present a response

to the arguments in this petition. In early June 2010, the Supreme Court received the opinion of the Attorney General,

according to which the District Court’s decision to approve the hearing of the claim as a class action was erroneous. On

November 21, 2011, the Attorney General submitted an additional notification to the Supreme Court, stating that he had

reversed his position and believes that the petition should be heard as a class-action suit. No explanation of this change in

position was provided.




8. On July 8, 1997, a claim and a petition to certify the claim as a class action, as well as a petition for declaratory relief,

were filed with the District Court of Tel Aviv against five mortgage banks, including Mishkan. The claim was in a total amount

of NIS 1 billion against all of the defendants in aggregate.

The claim refers to fees for borrowers' life insurance and property insurance, which according to the claimant were collected

unlawfully. The claim does not provide details as to how the amount was calculated, or what portion is attributed to Mishkan.

The District Court dismissed the petition to certify the claim as a class action. However, the Court ruled that if the claim

statement is amended, it will be possible to deliberate on the petition for declaratory relief in the matter of a restrictive

arrangement and on the issue of different forms of insurance, under Section 29 of the Civil Procedures Ordinance, 1984.

Subsequent to this ruling, all parties filed for permission to appeal. With the parties' consent, the Supreme Court granted

permission to appeal, and ruled that the petitions would be discussed as an appeal.

In November 2001, the Supreme Court decided to delay the discussion of the appeal until after a ruling had been given in

another case discussed by the Supreme Court, which also concerned the aforesaid Section 29. In April 2003, a verdict was

issued on the other case, which mainly concerned a more restricted application of the aforesaid Section 29 as an instrument

for the filing of class actions. The parties to the claim subsequently submitted their positions to the Supreme Court regarding

the continuation of the appeal procedures.

The name of a claimant related to the Bank was expunged from the claim statement, and a petition was filed to replace

him with a different claimant. The ruling on this matter has not yet been returned.

Mediation proceedings are underway between the parties with the aim of formulating a settlement agreement.

On December 5, 2011, the Court granted the status of a verdict to a mediation arrangement between the parties, according

to which the petitions were certified as class actions without an expense order, the personal claims were dismissed, and

the banks consented to give a donation to institutions working towards public causes. With the verdict, a final and absolute

waiver of all of the arguments of each of the members of the group of claimants was formulated.

(B) Also pending against the Bank Group are claims, including petitions to certify class actions, as detailed below. In the

opinion of the Bank's Board of Management, based on legal opinions, at this stage it is not possible to assess the probability

of success of these legal proceedings; accordingly, no provision has been made in respect thereof.

1. A claim statement and a petition to certify and administer the claim as a class action against Isracard Ltd., a wholly

owned subsidiary of the Bank (hereinafter : "Isracard"), and against others were filed with the District Court of Tel Aviv on

January 22, 2012. The personal claim is in the amount of NIS 5,000, and the class-action suit is in an estimated amount of

NIS 75 million against all of the defendants. According to the petitioners, Isracard was negligent in failing to check the security

of a certain shopping website.

2. A claim statement and a petition to certify and administer the claim as a class action against the Bank were filed with

the District Court of Tel-Aviv-Jaffa on December 11, 2011. The class-action suit is in a total amount of approximately

NIS 92 million. The claim and the petition concern the collection of a cash handling fee in violation of the Banking Rules

(Service to Customers) (Fees), 2008.

3. A claim statement and a petition to certify and administer the claim as a class action against the Bank were filed with

the District Court of the Central District on November 27, 2011. The claim and the petition concern the allegation that the

Bank charges its customers for various legal expenses (delivery of pleading statements, collection expenses, etc.), unlawfully,

because the Bank charges the customer for the aforesaid expenses even in cases in which the expenses have not been

approved by a judicial authority or by the Execution Office, and the Bank adds the aforesaid expenses to the debt balance of

the customer, thereby creating a misleading misrepresentation for the customer; and because the Bank charges the customer

for such expenses at an interest rate higher than the rate established in the Adjudication of Interest and Linkage Law, 1961.

The class-action suit does not stipulate an amount, and states that the amount cannot be estimated.




4. A petition to certify a derived claim against the Bank and a derived claim against four members of the Board of

Management of the Bank who served in 2006 (the "Defendants"), and against the Bank as a formal defendant, was filed with

the Economic Department of the District Court of Tel Aviv on October 23, 2011. According to the claimant, the petition and

the derived claim concern alleged failures in the conduct of the Defendants with respect to financial instruments acquired

and held by the Bank during and after the second quarter of 2006.

The claimant bases his claim on a report which he alleges that the Defendants ordered from an external company during

2006, the conclusions of which, he alleges, were that MBS series acquired by the Bank were mortgage-backed bonds of

private entities, and were therefore riskier than MBS series of United States government agencies. The claimant alleges that

the surplus returns on these bonds did not justify the risk of holding the bonds. The claimant alleges that the Defendants

disregarded the findings of the report, did not exchange the MBS series for allegedly less risky series, and allegedly continued

to acquire MBS series at the same level of risk, even after receiving the report. The claimant further alleges that the

Defendants concealed the findings of the report from the Board of Directors of the Bank.

The claimant alleges that the losses caused to the Bank by the investment in MBS exceed a total of USD 1 billion, and that if

the Defendants had ensured that the Bank realize the MBS series, or alternatively exchange the aforesaid series for allegedly

less risky series, the Bank would not have incurred any loss.

The claimant is petitioning the court to determine that the Defendants violated the duties imposed upon them by law

towards the Bank, and to therefore obligate them to pay the Bank the monetary damages incurred by the Bank.

5. A claim statement and a petition to certify and administer the claim as a class action were filed with the District

Court of the Central District against the Bank and against two additional banks (hereinafter : the "Respondent Banks") on

September 21, 2011. The claim against all of the Respondent Banks is in a total amount of NIS 927 million, while the share

of the Bank is in the amount of NIS 280 million.

The cause of the claim, according to the petitioners, is excessive collection allegedly deriving from prohibited collection

of "compound interest" in housing loans taken by the petitioners from the Respondent Banks, and the Respondent Banks’

interest calculations that disregard the fact that the interest has already been paid and that previous payments also repaid

part of the principal.

6. The Bank has been notified by Psagot Provident Funds and Pensions Ltd. (hereinafter: "Psagot") and by Clal Pensions and

Provident Funds Ltd. (hereinafter : "Clal") that, in July 2011, a claim was filed with the District Court of Tel-Aviv-Jaffa, along

with a petition to certify the claim as a class action against Psagot, Clal, and four other defendants that manage provident

funds and study funds.

In the claim, the claimants allege that the defendants unlawfully discriminated among the members of the provident funds

by granting benefits in the payment of management fees to only some of the members. The claimants demand equalization

of the rights of all members of the provident funds, such that all members pay identical, uniform management fees at the

lowest rate collected from any of the members, or alternatively, at a uniform average rate to be determined. The claimants

further demand reimbursement of the excessive management fees collected from the members allegedly discriminated

against in the last five years.

The aforesaid claim was not filed against the Bank. However, it refers to the period of the last five years, during which the

Bank (through companies under its ownership) managed some of the provident funds currently managed by Psagot and

Clal, for a period of approximately two years. Psagot and Clal therefore notified the Bank that if the claim results in the

imposition of a monetary charge upon them referring to the provident funds managed by the Bank during the period of

management by the Bank, they will claim indemnification and compensation from the Bank in respect thereof.

Psagot and Clal stated that they are studying the claim and the petition. At this stage, they do not have a monetary calculation

of the part in respect of which indemnification and compensation may be claimed from the Bank, and at this stage, they do

not have an estimate regarding the probable outcome of the claim.




7. A claim statement and a petition to certify and administer the claim as a class action were filed with the District Court

of Tel-Aviv-Jaffa against the Bank, three additional banks (hereinafter: the "Respondent Banks"), and Automatic Bank Services

Ltd., which is owned by the Respondent Banks (hereinafter : "ABS"), on July 13, 2011. The class-action suit against all of the

Respondent Banks and ABS is in a total amount of approximately NIS 153 million.

The claim and the petition concern the allegation that clients using the automated teller machines of ABS are charged a

fee, in addition to the withdrawal fee charged upon withdrawal, for the execution of a transaction through a direct channel,

charged to the client’s bank account, without notification of the client during the withdrawal.

8. In November 2011, it came to the attention of the Bank, through publications in the media, that a petition to certify

a class action had been filed against three credit-card companies, including Isracard, and against banks including the Bank.

According to these publications, the claim is in the amount of NIS 4.9 billion, and concerns the rates of fees collected by the

credit-card companies. The Bank and Isracard did not receive the aforesaid petition by the date of approval of the financial

statements of the Bank; the Bank therefore does not know the amount of the claim attributed to it and to Isracard, and

cannot formulate a position with regard to the petition.

E. Variable Interest Entities (VIE) The Bank supplies liquidity lines to securitization entities in which third parties serve as the sponsors. The lines supplied by

the Bank constitute a relatively small share of the total liquidity lines of these securitization entities. The Bank does not supply

credit reinforcement to these entities. The total liquidity lines supplied to securitization entities, as described above, as at

December 31, 2011 amounted to NIS 191 million (USD 50 million), compared with NIS 177 million (USD 50 million) at

the end of 2010. No withdrawals were performed on any of these lines up to December 31, 2011. Taking into consideration

the fact that the Bank usually supplies a relatively small share of the total liquidity lines to these securitization entities and

does not provide them with other types of support, the Bank has determined that it does not hold variable interests that

would make it the primary beneficiary in any VIE of these securitization entities.

F. On January 31, 2011, the CEO of the Bank, Mr. Zion Kenan, was summoned for questioning "under warning" by the

police, in connection with the approval of a loan granted by the Bank in the past to Mr. Dan Dankner, during his service as

Chairman of the Board of Directors of the Bank.

On February 17, 2011, the Bank issued the following statement: "Following the publication of the statement by the Israel

Police spokesperson regarding the transfer of investigation materials to the State's Attorney concerning the CEO of the

Bank, the Board of Directors of the Bank held a discussion and heard a review by the Chairman of the Board, Yair Seroussi,

regarding talks held during the day, subsequent to the statement from the Israel Police."

Upon conclusion of the review, the Board of Directors issued the following statement: "Having heard the review by the

Chairman of the Board and the opinions of the legal advisors, and based on the information published and available to it,

the Board of Directors has adopted the recommendation of the Chairman to continue to work in full coordination with

the Bank of Israel, in a manner that will ensure the continued routine business operation of Bank Hapoalim. The Board of

Directors expresses its confidence in the CEO of the Bank, Zion Kenan, and hopes that the investigation by the State's

Attorney will be concluded as promptly as possible and will indicate that there is no cause for legal action against him."

On January 17, 2012, the State’s Attorney determined that there was insufficient evidence to file criminal charges in this

case, and transferred the materials of the investigation to the Supervisor of Banks for perusal and examination.

On March 4, 2012, the Supervisor of Banks stated that there was no change in his position with regard to the service of

Mr. Kenan as CEO of the Bank. The Supervisor commented to the CEO on flaws in the approval process of the aforesaid

credit. In addition, the supervisor stated that he was considering imposing limits on the granting of credit to members of

board of directors and senior officers at the banking corporations where they serve.




G. The Bank has received two letters of demand pursuant to Section 194 of the Companies Law, 1999 (hereinafter : the

"Demands"), in connection with the contractual engagement of Tarshish Holdings and Investments Hapoalim Ltd. (hereinafter:

"Tarshish"), a wholly owned subsidiary of the Bank, in 2005, in an agreement (hereinafter : the "Acquisition Agreement")

to acquire control of the Turkish bank currently known as Bank Pozitif Kredi Ve Kalkinma Bankasi A.S. (hereinafter : "Bank

Pozitif"). Pursuant to the Acquisition Agreement, the foreign investment fund RP Explorer Master Fund (hereinafter : "RP")

was also entitled to invest in the capital of Bank Pozitif, at a price identical to the price of the investment by Tarshish, and to

receive an allocation of 7.45% of its allocated share capital. Under an additional agreement between the Bank and RP, RP

received an option from the Bank to purchase additional shares of Bank Pozitif from the Bank, at agreed terms and dates,

up to a ceiling of approximately an additional 7.45% of the capital of Bank Pozitif, provided that the holdings of Tarshish in

Bank Pozitif would not fall below 50.1% of its issued capital.

The RP fund did not execute any investment in Bank Pozitif, also taking into account later understandings reached with RP.

Further to these understandings, in 2008 the Board of Directors approved a payment in the amount of USD 25 million

to RP settle all of its claims.

According to the parties filing the Demands, the aforesaid payment to RP was inappropriate and tainted with personal

interests of Mr. Dan Dankner, who served on all of the relevant dates as a director of the Bank, was part of the controlling

group of the Bank in 2005, and served as Chairman of the Board of Directors of the Bank in 2008. According to the first

argument, the personal interest of Mr. Dankner fundamentally invalidates the Acquisition Agreement; according to the second

argument, the personal interest of Mr. Dankner invalidates the payment decided upon in 2008.

In the Demands, the Bank is required to claim reimbursement of the aforesaid sum of USD 25 million, plus interest, from

RP, Mr. Dan Dankner, and additional directors of the Bank (some of whom have resigned from the Board of Directors in

the interim).

The Board of Directors of the Bank held discussions of the two Demands and resolved to deny them, after determining,

among other matters, that conceding to each of the Demands would not be in the best interests of the Bank, also taking

into account that it is doubtful whether there is a strong probability of winning such a claim.

After the first Demand was denied, the shareholder who had filed the Demand filed with the court for permission to file a

derived claim on behalf of the Bank against Mr. Dan Dankner, against those serving as members of the Board of Directors

of the Bank in December 2005, and against RP (hereinafter, jointly: the "Defendants").

In the petition to approve the derived claim, the applicant claims that the Defendants, jointly and separately, caused the

Bank to incur damage in the amount of NIS 88 million, and that they should compensate the Bank for this amount. Against

Mr. Dan Dankner, the claimant claims that the amount of the acquisition and the aforesaid payment to RP were tainted by

his personal interest and were not approved lawfully. Against RP, the claimant claims that it knew of the personal interest

of Mr. Dankner and the lack of approval. Against the other directors, the claim is that they failed to fulfill their duty of care

towards the Bank.




On July 11, 2010, a derived claim was filed with the District Court of the Central District, with a petition to certify the claim

as an additional derived claim against Mr. Dan Dankner; members of the Board of Directors of the Bank who served as

directors in February 2008; Tarshish Holdings and Investments Hapoalim Ltd. (hereinafter: "Tarshish"), which is a subsidiary of

the Bank; and RP (hereinafter, jointly, the "Respondents"), and against the Bank as a formal respondent, in which the claimant

petitions the court for permission to file a derived claim on behalf of the Bank against the Respondents, and to obligate

them, jointly and separately, to pay the Bank the sum of approximately NIS 72 million. This claim and the petition to certify

it as a derived claim concern the aforesaid Acquisition Agreement and the compensation granted to RP, which according to

the claimant was higher by USD 20 million than the compensation agreed upon in the Acquisition Agreement. The claimant

claims that the payment to RP was performed by the Bank in violation of the duty of loyalty of some of the Respondents,

and in violation of the duty of care of the other Respondents.

On October 19, 2010, the President of the Supreme Court ruled to unify the proceedings in the two Demands.

On February 10, 2011, a hearing was held at the District court which ordered an amended claim to be filed, unifying the

two claims (hereinafter, jointly: the "Unified Claims"). On September 15, 2011, the Bank received an additional letter of demand, pursuant to Section 194 of the Companies Law,

1999, in connection with the contractual engagement of Tarshish in the Acquisition Agreement. The demand alleges that

Mr. Shlomo Nehama, who served as Chairman of the Board of the Bank and was one of the controlling parties of the Bank

at the date of the acquisition of control of Bank Pozitif and during the negotiations with RP, invested a total of approximately

USD 1 million in the RP fund at that time, and was therefore tainted with personal interest in the Acquisition Agreement

and in the aforesaid negotiations.

On October 31, 2011, prior to the discussion of this demand by the Board of Directors of the Bank, a claim was filed

with the Economic Department of the District Court of Tel Aviv, with a petition to certify the claim as a derived claim

against Shlomo Nehama, regarding this matter (hereinafter : the "Third Claim"). The Third Claim alleges that the conduct of

Mr. Nehama caused damage to the Bank in the amount of NIS 88 million.

In a pretrial proceeding held for the Unified Claims on November 16, 2011, the parties reached a procedural arrangement

pursuant to which, among other matters: (a) the Unified Claims will be amended such that the matters described in the

Third Claim are added to them; (b) the members of the Board of Directors of the Bank who served in 2005, with the

exception of Mr. Shlomo Nehama, will be expunged from the claims; and (c) the Third Claim will be consensually expunged.



(NIS millions)

A. Nominal value of derivative instruments

December 31, 2011

Interest contracts Foreign currency contracts

Shares related

contracts

Commodity and other contracts

Total

NIS-CPI Other

1. Hedging derivatives*

Swaps - 10,101 - - - 10,101

Total hedging derivatives - 10,101 - - - 10,101

Of which interest rate swaps contracts in which the banking corporation has agreed to pay a fixed interest rate - 3,802 - - - 3,802

2. ALM derivatives*,**

Futures contracts - 10,355 - - - 10,355

Forward contracts 9,018 31,548 120,458 42 1,526 162,592

Other option contracts

Options bought - 379 152 - - 531

Swaps 2,106 179,047 32,254 - - 213,407

Total ALM derivatives 11,124 221,329 152,864 42 1,526 386,885

Of which interest rate swaps contracts in which the banking corporation has agreed to pay a fixed interest rate 1,739 83,979 - - - 85,718

3. Other derivatives*

Forward contracts - - 22,548 - 10 22,558

Option contracts traded on the stock exchange

Options written - - 3,146 7,193 - 10,339

Options bought - - 3,146 7,193 - 10,339


Options written - 24,770 36,740 4,387 736 66,633

Options bought - 26,290 36,987 824 509 64,610

Swaps - 478 - 841 - 1,319

Total other derivatives - 51,538 102,567 20,438 1,255 175,798

4. Credit derivatives and spot swap foreign currency contracts

Credit derivatives for which the banking corporation is a guarantor - - - - 573 573

Credit derivatives for which the banking corporation is a beneficiary - - - - 30 30

Spot swap foreign currency contracts - - 18,578 - - 18,578

Total nominal value 11,124 282,968 274,009 20,480 3,384 591,965

* Except for credit derivatives and foreign currency spot swap contracts.** Derivatives constituting part of the Bank's assets and liabilities management, that have not been designated for hedging.

Note 20Derivative instruments activity, credit risks and maturity dates



(NIS millions)

A. Nominal value of derivative instruments (continued):

December 31, 2010


Shares related

contracts


Total

NIS-CPI Other


Swaps - 11,806 - - - 11,806

Total hedging derivatives - 11,806 - - - 11,806

Of which interest rate swaps contracts in which the banking corporation has agreed to pay a fixed interest rate - 3,354 - - - 3,354


Futures contracts - 9,784 16 - - 9,800

Forward contracts 7,240 28,495 92,353 38 1,449 129,575


Options bought - 355 142 - - 497

Swaps 917 127,711 23,804 - - 152,432

Total ALM derivatives 8,157 166,345 116,315 38 1,449 292,304

Of which interest rate swaps contracts in which the banking corporation has agreed to pay a fixed interest rate 813 65,097 - - - 65,910


Futures contracts - 710 - - - 710

Forward contracts - - 26,933 - 60 26,993

Option contracts traded on the stock exchange

Options written - - 1,915 8,741 - 10,656

Options bought - - 1,917 8,741 - 10,658


Options written - 15,653 40,551 4,801 1,139 62,144

Options bought - 14,631 39,699 700 989 56,019

Swaps - 325 - 303 - 628

Total other derivatives - 31,319 111,015 23,286 2,188 167,808

4. Credit derivatives and spot swap foreign currency contracts

Credit derivatives for which the banking corporation is a guarantor - - - - 579 579

Credit derivatives for which the banking corporation is a beneficiary - - - - 30 30

Spot swap foreign currency contracts - - 24,512 - - 24,512

Total nominal value 8,157 209,470 251,842 23,324 4,246 497,039

* Except for credit derivatives and foreign currency spot swap contracts.** Derivatives constituting part of the Bank's assets and liabilities management, that have not been designated for hedging.

Note 20Derivative instruments activity, credit risks and maturity dates (continued)



(NIS millions)

B. Gross fair value of derivative instruments*

December 31, 2011


Shares related

contracts


Total

NIS-CPI Other

1. Hedging derivatives**

Gross positive fair value - 67 - - - 67

Gross negative fair value - 535 - - - 535

2. ALM derivatives**,***

Gross positive fair value 93 5,247 3,344 3 130 8,817

Gross negative fair value 373 5,835 4,702 3 130 11,043

3. Other derivatives**

Gross positive fair value - 173 1,546 296 16 2,031

Gross negative fair value - 183 1,449 321 29 1,982

4. Credit derivatives

Credit derivatives for which the banking corporation is a guarantor

Gross positive fair value - - - - 1 1

Gross negative fair value - - - - 6 6

Credit derivatives for which the banking corporation is a beneficiary

Gross positive fair value - - - - 5 5

Total gross positive fair value 93 5,487 4,890 299 152 10,921

Total gross negative fair value 373 6,553 6,151 324 165 13,566

* The Bank has implemented the directives of FAS 157 concerning fair value measurements as of January 1, 2011. Balances of assets and liabilities presented in this note are gross amounts, before the attribution of effects of the implementation of this standard, in the amount of NIS (19) million.

** Except for credit derivatives.*** Derivatives constituting part of the Bank's assets and liabilities management, that have not been designated for hedging.




(NIS millions)

B. Gross fair value of derivative instruments (continued)

December 31, 2010


Shares related

contracts


Total

NIS-CPI Other


Gross positive fair value - 58 - - - 58

Gross negative fair value - 438 - - - 438


Gross positive fair value 26 2,980 1,778 - 49 4,833

Gross negative fair value 310 3,586 4,335 - 48 8,279


Gross positive fair value - 195 1,146 239 24 1,604

Gross negative fair value - 201 1,145 229 25 1,600

4. Credit derivatives

Credit derivatives for which the banking corporation is a guarantor:

Gross negative fair value - - - - 2 2

Total gross positive fair value 26 3,233 2,924 239 73 6,495

Total gross negative fair value 310 4,225 5,480 229 75 10,319

* Except for credit derivatives.** Derivatives constituting part of the Bank's assets and liabilities management, that have not been designated for hedging.




(NIS millions)

C. Credit risk in respect of derivative instruments, according to transaction counterparty

December 31, 2011

Stock Exchanges

Banks Dealers/Brokers

Governments and central

banks

Others Total

Positive gross fair value of derivative instruments(1) 274 6,114 856 - 3,677 10,921

Balance sheet balances of assets deriving from derivative instruments(2) 274 6,114 856 - 3,677 10,921

Off-balance-sheet credit risk in respect of derivative instrumenst(3) - 8,348 1,519 259 7,665 17,791

Total credit risk in respect of derivative instruments 274 14,462 2,375 259 11,342 28,712

December 31, 2010

Stock Exchanges

Banks Dealers/Brokers

Governments and central

banks

Others Total

Positive gross fair value of derivative instruments(1) 222 3,493 474 - 2,306 6,495

Balance sheet balances of assets deriving from derivative instruments 222 3,493 474 - 2,306 6,495

Off-balance-sheet credit risk in respect of derivative instrumenst(3) 2 26,130 3,126 42 11,011 40,311

Total credit risk in respect of derivative instruments 224 29,623 3,600 42 13,317 46,806

(1) Of which positive gross fair value of embedded derivative instruments is NIS 18 million (December 31, 2010: NIS 23 million).(2) Positive gross fair value, before attribution to the effects of the implementation of FAS 157 concerning fair value measurement

which total NIS 104 million. For further details, see note 21 below.(3) Off-balance-sheet credit risk in respect of derivative instruments (including derivative instruments with negative fair value)

as calculated for the purpose of restrictions on the liability of a single borrower. Data on off-balance-sheet credit risk as at December 31, 2011 were calculated according to the new definitions established in Proper Conduct of Banking Business Directive No. 313, Limits on Indebtedness of a borrower and borrowers group (amended version). Data on off-balance-sheet credit risk as at December 31, 2010 are presented according to the definitions established in Proper Conduct of Banking Business Directive No. 313 prior to the update.




(NIS millions)

D. Maturity dates (nominal value amounts)

December 31, 2011

Up to 3 months

From 3 months to

1 year

From 1 to 5

years

Over 5 years

Total

Interest rate contracts

NIS-CPI 350 3,275 5,450 2,049 11,124

Other 71,511 70,542 89,269 51,646 282,968

Currency contracts 183,300 60,560 10,728 19,421 274,009

Shares related contracts 14,422 1,305 4,111 642 20,480

Commodity and other contracts (including credit derivatives) 1,892 727 765 - 3,384

Total 271,475 136,409 110,323 73,758 591,965

December 31, 2010

Up to 3 months

From 3 months to

1 year

From 1 to 5

years

Over 5 years

Total

Total 242,222 104,542 75,516 74,759 497,039

E. Derivative Financial Instruments – Risk Control(1) The Bank executes transactions in derivative financial instruments as part of its financial risk management (linkage base,

interest rate, and liquidity exposures) and as a service to its customers. From time to time, the Bank designates some of the

derivative instruments as hedging instruments in fair value hedges or cash flow hedges. The hedging derivative instruments

are measured according to the rules detailed in Note 1(E)(6).

(2) The principal types of transactions in which the Bank operates are:

• Forwards

A contract between two parties for the purchase or sale of a defined quantity of commodities, currencies, interest rates,

or other financial instruments (hereinafter: underlying assets), to be transacted at a future date and at a predefined price.

• Futures

Future contracts traded on stock markets for the purchase or sale of a quantity of standard units of underlying assets,

to be transacted at a future date and at a predefined price.

• Swaps

A contract for the exchange at the time of the transaction of a defined quantity of underlying assets, with a mutual

obligation to re-exchange the exchanged items at a future date.

• Options

A contract that confers, for the payment of a premium, the right to purchase (call) or sell (put) underlying assets at a

price, quantity, and time denoted in advance.

• Spots

An exchange transaction between two currencies on the basis of a pre-agreed rate, for transaction within two days.

(3) Activity in derivative financial instruments involves a number of risks, as detailed below:

Credit risk – The maximum amount of loss to the Bank if the counterparty does not fulfill the terms of the contract.

Market risk – Risk arising due to fluctuations in the value of a derivative financial instrument as the result of a change in

market prices, such as exchange rates, interest rates, etc.





Liquidity risk – Risk deriving from the inability to close a position rapidly by clearing in cash or by creating a reverse position.

Operational risk – Risk deriving from the erroneous operation of transactions from the time that they are formed until

the end of account settlement in respect thereof, due to human error or as a result of a mechanical failure in operation.

Market and liquidity risks arising from this activity are managed and measured routinely in specialized automated systems

known in the international markets for these purposes, such as Devon, Summit, and Algorithmics, and in automated systems

developed by the Bank.

Credit risk arising from transactions in derivative financial instruments with respect to the counterparty to the transactions

is usually measured by applying conservative coefficients to the nominal amounts of the transactions, and using the scenarios

approach.

The operational issues deriving from this activity are examined and controlled routinely by a specialized unit.

The use of derivative instruments as part of the management of the Bank’s current (non-trading) activity is aimed at achieving

objectives and complying with limits approved by the Board of Directors (linkage base, interest rate, and liquidity exposures).

The Bank provides comprehensive service to its customers for hedging and investing in derivative financial instruments via

the dealing rooms.

Activity in financial instruments in the areas of trading is designed to respond to customers’ needs while undertaking limited

and controlled risk in accordance with authorizations.

The authorizations for activity and risk are measured, as relevant, in terms of sensitivity to risk factors (such as vega);

theoretical loss in different scenarios, including an extreme scenario; in terms of VaR; and in terms of nominal amounts.

In certain cases, procedure also prescribes limiting losses by means of a stop-loss order.

Fair value of Financial InstrumentsThis note includes information concerning the assessment of the fair value of financial instruments.

A "market price" cannot be quoted for the majority of financial instruments at the Bank because no active market exists in

which they are traded. Fair value is therefore estimated by means of accepted pricing models, such as the present value of

future cash flows discounted by a discounting interest rate that reflects the level of risk inherent in the financial instrument.

An estimate of fair value by means of an assessment of future cash flows and the setting of a discounting interest rate are

subjective. Therefore, for the majority of financial instruments, the following assessment of fair value is not necessarily an

indication of the disposal value of the financial instrument on the reporting date. The fair value is assessed on the basis of

the interest rates valid at the reporting date, and does not take interest-rate volatility into account. Under the assumption

of different interest rates, fair values would be obtained that may differ materially. This mainly applies to financial instruments

that bear a fixed rate of interest or that do not bear interest. In addition, the assessment of fair value does not take into

consideration commissions to be received or paid in the course of business activity, and does not include the effect of

noncontrolling interests or tax effects. Moreover, the difference between the balance-sheet balance and fair-value balances

may not be realized, because in the majority of cases the financial instrument may be held to maturity by the Bank. Due to

all of these factors, it should be emphasized that the data included in this note are insufficient to indicate the value of the

Bank as a going concern. In addition, due to the broad spectrum of assessment techniques and estimates that can be applied

in assessing fair value, caution should be exercised when comparing fair values between different banks.

Principal Methods and Assumptions Used to Estimate the Fair Value of Financial InstrumentsDeposits with banks, nontradable bonds and loans, and credit to the government – By discounting future cash

flows according to the interest rates at which the Bank executed similar transactions at the reporting date.

Marketable securities – According to market value in the primary market.

Note 21Balances and Fair Value Estimates of Financial Instruments



Note 21Balances and Fair Value Estimates of Financial Instruments(continued)

Credit to the public – The fair value of the balance of credit to the public is estimated using the method of the present

value of future cash flows discounted by a suitable discounting rate. The balance of credit to the public was segmented

into homogenous categories. In each category, the flow of future receipts (principal and interest) was calculated. These

receipts were discounted by an interest rate reflecting the level of risk inherent in the credit in that category. This interest

rate was usually determined according to the interest rate at which similar transactions were executed at the Bank at the

reporting date.

The fair value of impaired debts was calculated using discounting interest rates reflecting the high credit risk inherent in such

debts. In any case, these discounting rates were not lower than the highest interest rate used by the Bank in its transactions

at the reporting date.

Future cash flows for impaired debts and other debts were calculated after the deduction of the effects of accounting

write-offs and of allowances for credit losses in respect of the debts. An increase of 1% in the discounting interest rates of

impaired debts reduces the fair value thereof by a total of approximately NIS 34 million.

Accounting write-offs and allowances for credit losses were attributed to the periods in which the debt was classified,

where possible (e.g. when an allowance was calculated on an individual basis according to the current value of a cash flow).

In the absence of these data, accounting write-offs and the allowance are attributed proportionally to the balance of credit,

according to the term to maturity at the end of the period.

The calculation of fair value includes assumptions regarding early repayment of housing loans, in accordance with the estimates

of the Bank, based on an examination of the historical data regarding early repayment in relation to parameters that explain

such repayment. The effect of these assumptions on fair value amounts to a reduction of the fair value by NIS 14 million.

Deposits, bonds, and subordinated notes – By discounting future cash flows according to the interest rates at which

the corporation raises similar deposits or the Bank issues similar bonds and notes (if a price quoted in an active market is

not available) on the reporting date. With regard to bonds and subordinated notes traded as an asset in an active market,

fair value is based on quoted market prices or on quotes from traders for an identical liability traded as an asset in an

active market.

Inter-client lending – Presented as credit and deposits, and measured according to the value of the loaned securities

on the stock market.

Derivative instruments – Derivative financial instruments that have an active market were assessed at the market value

established in the primary market. Derivative financial instruments not traded in an active market were assessed on the

basis of models used by the Bank in its routine operations, taking into account the risks inherent in the financial instrument.

The measurement of the fair value of derivative instruments takes the credit risk inherent in such transactions into account,

among other factors. Estimates of the fair value of assets in respect of derivative instruments also reflect the credit risk of

the counterparty, and estimates of the fair value of liabilities in respect of derivative instruments also reflect the credit risk

of the Bank.

Set out below are data regarding the adjustment of assets and liabilities in respect of derivative instruments, as described

above, as at December 31, 2011:

NIS millions

Assets in respect of derivative instruments 10,921

Adjustment in respect of credit risk of assets in respect of derivative instruments (104)

Liabilities in respect of derivative instruments 13,566

Adjustment in respect of credit risk of liabilities in respect of derivative instruments (85)



(NIS millions)

Note 21Balances and Fair Value Estimates of Financial Instruments(continued)

Assets and liabilities for which fair value is measured based on Level 3 data – Items for which fair value is

determined based on an indicative price from an independent entity; indicative price of a counterparty to the transaction;

evaluation models in which some of the significant inputs are unobservable; and items for which fair value is determined

based on internal calculators or service bureaus in which some of the inputs are unobservable.

A. Balances and fair value estimations of financial instruments

December 31, 2011

Balance sheet balances

(1) (2) Total Fair Value

Financial Assets


Securities* 33,542 869 34,411 34,468

Credit to the public, net 880 245,615 246,495 248,501

Credit to governments - 616 616 616

Assets in respect of derivative instruments 10,799 - 10,799 10,799

Other financial assets 1,580 114 1,694 1,692

Total financial assets 49,013 300,792 349,805 351,852

Financial liabilities

Deposits from the public 880 255,537 256,417 258,369

Deposits from banks - 7,001 7,001 7,218

Deposits from the Government - 1,085 1,085 1,156

Securities which were lent or sold under agreements to repurchase - 1,305 1,305 1,307

Debentures and subordinated notes - 32,933 32,933 34,806

Liabilities in respect of derivative instruments 13,421 - 13,421 13,421

Other financial liabilities 2,513 13,726 16,239 16,168

Total financial liabilities 16,814 311,587 328,401 332,445

* Includes shares and options for which no fair value is available, stated at cost in the amount of NIS 563 million.

Notes:(1) Financial instruments for which the balance-sheet balance is identical to the fair value, or constitutes an approximation of fair

value.(2) Other financial instruments for which fair value calculated.



(NIS millions)

A. Balances and fair value estimations of financial instruments (continued)

December 31, 2010

Balance sheet balances

(1) (2) Total Fair Value

Financial Assets


Securities* 30,811 793 31,604 31,676

Securities which were borrowed or bought under agreements to resell 16 - 16 16

Credit to the public, net - 225,288 225,288 229,328

Credit to governments - 339 339 340

Assets in respect of derivative instruments** 6,472 - 6,472 6,472

Other financial assets** 1,496 - 1,496 1,496

Total financial assets 42,006 273,540 315,546 319,656

Financial liabilities


Deposits from banks - 4,834 4,834 5,143

Deposits from the Government - 1,335 1,335 1,431

Securities which were lent or sold under agreements to repurchase 386 - 386 386

Debentures and subordinated notes - 27,608 27,608 29,583

Liabilities in respect of derivative instruments** 10,249 - 10,249 10,249

Other financial liabilities** 2,623 13,064 15,687 15,687

Total financial liabilities 22,166 271,898 294,064 298,499

* Includes shares and options for which no fair value is available, stated at cost in the amount of NIS 533 million.** The data were reclassified to match the item headings and presentation method in the current period, following the initial

implementation of certain accounting standards. See Note 1(C)(4) above.

Notes:(1) Financial instruments for which the balance-sheet balance is identical to the fair value, or constitutes an approximation of fair

value.(2) Other financial instruments for which fair value calculated.

Note 21Balances and fair value estimations of financial instruments (continued)



(NIS millions)

B. Items measured at fair value on a recurrent basis

December 31, 2011

Fair-value measurements using -

Prices quoted in an active

market (level 1)


inputs (level 2)


inputs (level 3)

Balance Sheet

balance

Assets

Securities available for sale:

Government bonds - Israeli government 20,658 3,201 - 23,859

Government bonds - Foreign governments 1,714 339 - 2,053

Bonds of financial institutions in Israel 173 - - 173

Bonds of foreign financial institutions 621 342 63 1,026

Bonds of others in Israel 237 310 - 547

Bonds of foreign others 741 6 - 747

Asset backed securities (ABS) - - 7 7

Tradable shares 975 975

Securities held for trading:

Government bonds - Israeli government 2,924 - - 2,924

Government bonds - Foreign governments 50 - - 50

Bonds of financial institutions in Israel 10 - - 10

Bonds of foreign financial institutions 348 - - 348

Bonds of others in Israel 27 - - 27

Bonds of foreign others 181 - - 181

Tradable shares 52 - - 52

Assets in respect of derivative instruments:

NIS-CPI contracts - 93 - 93

Other interest contracts - 5,483 4 5,487

Foreign-currency contracts 46 4,824 20 4,890

Share contracts 229 2 68 299

Commodity and other contracts - 147 5 152

Credit in respect of inter-customer lending 880 - - 880

Assets in respect of activity in the Maof market 590 - - 590

Total Assets 30,456 14,747 167 45,370




(NIS millions)


B. Items measured at fair value on a recurrent basis (continued)

December 31, 2011

Fair-value measurements using -

Prices quoted in an active

market (level 1)


inputs (level 2)


inputs (level 3)

Balance Sheet

balance

Liabilities

Liabilities in respect of derivative instruments:

NIS-CPI contracts - 373 - 373

Other interest contracts - 6,547 6 6,553

Foreign-currency contracts 46 6,102 3 6,151

Share contracts 228 4 92 324

Commodity and other contracts - 159 6 165

Deposits in respect of inter-customer lending 880 - - 880

Liabilities in respect of activity in the Maof market 590 - - 590

Total Liabilities 1,744 13,185 107 15,036



(NIS millions)

C. Changes in items measured at fair value on a recurrent basis included in level 3

Fair value as at

Dec. 31, 2010

Profits (losses)

included in statement

of profit and loss(1)

Profits (losses)

included in equity(2)

Acquisitions Issuance Extinguishment Transfers from

level 3

Fair value as at

Dec. 31, 2011

Unrealized profits

(losses) in respect of

instruments held as at

Dec. 31, 2011

Assets

Securities available for sale:

Bonds of foreign financial institutions 242 12 (8) - - (183) - 63 1

Bonds of others in Israel *105 - - - - (105) - - -

Asset backed securities (ABS) 262 10 15 - - (280) - 7 1

Net balances in respect of derivative instruments:

Other interest contracts (4) (15) - 65 (74) 17 9 (2) (1)

Foreign-currency contracts 12 (7) - - - 12 - 17 -

Share contracts 10 (40) - 42 (37) 1 - (24) (6)

Commodity and other contracts (1) - - - - - - (1) 1

Total *626 (40) 7 107 (111) (538) 9 60 (4)

* Restated.1. Profits (losses) are included in the statement of profit and loss, under the item "profit from financing activity (before provision

for credit losses)".2. Profits (losses) are included in equity, under the item "adjustments in respect of the presentation of securities available for sale

at fair value".

(D) During the period, there were no transfers of items measured at fair value from Level 2 measurement to Level 1 measurement.

(E) The Bank transferred net assets in respect of interest-rate derivatives in the amount of NIS 9 million from Level 3 measurement to Level 2 measurement; these assets were measured using an evaluation model, prior to the transfer, in which one of the significant inputs became observable.




(NIS millions)

A. GeneralAll interested party and related party transactions were carried out in the ordinary course of business, on terms similar to terms of transactions with entities unrelated to the Bank. Income or expenses deriving from such transactions are included in the appropriate items of the statement of profit and loss.

B. Balance sheet balances:

December 31, 2011

Interested Parties(3)

Controlling shareholders

Directors and Chief Executive Officer of the

Bank*

Others

Balance as at

end of year

Highest balance

during the year**

Balance as at end of year

Highest balance

during the year**

Balance as at

end of year

Highest balance

during the year**

Assets

Credit to the public - - 1 (2)3 (1)1,767 (1)1,868

Other assets - - - 2 - -

Liabilities

Deposits from the public 20 45 26 26 778 993

Other liabilities - - 14 27 5 21

Shares (included in equity) 5,391 5,391 - - - -

Credit risks in off-balance-sheet financial instruments*** - - 3 4 (1)922 (1)1,171

(1) Including NIS 213 million in credit to the public and NIS 30 million in credit risk in respect of off-balance-sheet financial instruments (the highest balance during 2011: NIS 242 million and NIS 37 million, respectively), in respect of who was an interested party when the transactions were conducted and ceased to be an interested party.

(2) The highest balance during 2011: NIS 2 million in credit to the public, in respect of who was an interested party at the time of the transactions but has ceased to be an interested party.

(3) Excludes balances of the Phoenix group which holds more than 5% through provident funds and mutual funds.

Note 22Interested and Related Parties



(NIS millions)

B. Balance sheet balances (continued):

December 31, 2011

Related parties held by the Bank and its subsidiaries

Unconsolidated subsidiaries Equity basis investees Others

Balance as at end

of year

Highest balance during

the year**

Balance as at end of year


the year**

Balance as at end

of year


the year**

Assets

Securities - - 3 3 - -

Credit to the public 2 3 163 163 16 27

Investments in equity-basis investees(1) 9 18 116 116 - -

Other assets - - - - - 2

Liabilities


Other liabilities - - - - 1 2

Credit risks in off-balance-sheet financial instruments*** - - 218 226 11 11

* Includes former Chairman of the Board and former CEO.** Based on the balance at the end of each month.*** As calculated for the purpose of per borrower debt limitations, according to the definitions set forth in Proper Conduct of

Banking Business Directive No.313 (amended version).(1) Details of this item is also included in Note 6.

Note 22 Interested and Related Parties (continued)



(NIS millions)


December 31, 2010

Interested Parties(4)

Controlling shareholders Directors and Chief Executive Officer of the Bank**

Others

Balance as at end

of year


the year***

Balance as at end

of year


the year***

Balance as at end

of year


the year***

Assets

Credit to the public - - (3)2 (3)2 (1)1,781 (1)2,052

Other assets - - - 7 - 1

Liabilities


Other liabilities - - 27 27 15 15

Shares (included in equity) *5,096 *5,402 - - - -

Credit risks in off-balance-sheet financial instruments**** (2)- (2)14 (3)4 (3)7 (1)1,066 (1)1,528



(2) Including NIS 0 million in credit risk in respect of off-balance-sheet financial instruments (the highest balance in credit risk in 2010 was NIS 14 million), in respect of who was an interested party at the time of the transactions but has ceased to be an interested party.


(4) Excludes balances of the Phoenix group which holds more than 5% through provident funds and mutual funds.

Note 22Interested and Related Parties (continued)



(NIS millions)


December 31, 2010

Related parties held by the Bank and its subsidiaries

Unconsolidated subsidiaries Equity basis investees Others

Balance as at end

of year


the year***

Balance as at end of

year


the year***

Balance as at end

of year


the year***

Assets

Securities - 5 *3 *3 - 1

Credit to the public 2 3 111 111 27 1,570

Investments in equity-basis investees(1) 18 18 114 114 - -

Other assets - - - - 2 9

Liabilities


Other liabilities - - - 1 1 111

Credit risks in off-balance-sheet financial instruments**** - - 80 121 1 311

* Restated.** Includes former Chairman of the Board and former CEO.*** Based on the balance at the end of each month.**** As calculated for the purpose of per borrower debt limitations, acording to the definitions set forth in Proper Conduct of

Banking Business Directive No.313 (old version).(1) Details of this item is also included in Note 6.




(NIS millions)

C. Income and expenses in the statement of profit and loss:


Interested Parties Related parties held by the Bank and its subsidiaries


Directors and Chief Executive Officer of

the Bank**

Others Unconsolidated subsidiaries

Equity basis investees

Others Total

Income (expenses) from financing activities, before provision for credit losses* - (1) 99 - 10 1 109

Operating and other income - - 2 - - - 2

Of which: Management and services fees - - 2 - - - 2

Operating and other expenses*** - (33) (1) - (8) (54) (96)

Of which: Benefits to directors not employed by the Bank or on its behalf - number of beneficiaries: 13 - (11) - - - - (11)

Total - (34) 100 - 2 (53) 15


Interested Parties Related parties held by the Bank and its subsidiaries


Directors and Chief Executive Officer of

the Bank**

Others Unconsolidated subsidiaries

Equity basis investees

Others Total

Income (expenses) from financing activities, before provision for credit losses* - (1) 109 - 4 1 113

Operating and other income - - 1 - - 33 34

Of which: Management and services fees - - 1 - - - 1

Operating and other expenses*** - (40) (1) - (8) (43) (92)

Of which: Benefits to directors not employed by the Bank or on its behalf - number of beneficiaries: 13 - (11) - - - - (11)

Total - (41) 109 - (4) (9) 55

* Details are provided in D below.** Including those who retired during the year.*** Includes NIS 1 million (2010: NIS 2 million), in respect of the value of a share-based payment to the Chairman of the Board

of Directors of Isracard, who is a director of the Bank.




(NIS millions)

D. Results of financing activities, before provision for credit losses, in respect of transactions with interested parties and related parties:

Consolidated Of which: equity basis investee companies

2011 2010 2009 2011 2010 2009

Income

In respect of assets:

From credit to the public 127 117 158 12 4 3

In respect of liabilities:

On deposits from the public (23) (9) (98) (3) (1) (1)

Other:

Commissions from financing transactions 5 5 7 1 1 1

Total 109 113 67 10 4 3




(NIS millions)

Composition: Income (Expenses)

2011 2010 2009

A. In respect of assets(1):

From credit to the public 15,407 8,026 11,936

From credit to governments 27 (11) -

From deposits with banks 1,122 (462) 234

From deposits with Bank of Israel and from cash 773 289 1,100

From securities which were borrowed or bought under agreements to resell 2 (1) (1)

From debentures (see also E below) 1,492 584 1,066

From other assets 6 38 70

B. In respect of liabilities(1):

On deposits from the public (9,294) 2,465 (4,093)

On deposits from government (74) (62) (103)

On deposits from banks (128) 40 (494)

On securities which were lent or sold under agreements to repurchase (96) 4 1

On debentures and subordinated notes (2,060) (1,529) (1,970)

On other liabilities (49) 17 15

C. In respect of derivative instruments and hedge activities:

Ineffective part in hedging relations(2) 4 1 -

Net income (expenses) in respect of ALM derivative instruments(3) 406 (3,045) (2,255)

Net income in respect of other derivative instruments 4 100 361

D. Other(1):

Commissions from financing transactions 383 337 323

Other financing income(4) 309 995 553

Other financing expenses (3) (11) (25)

Total profit from financing activities, before provision for credit losses 8,231 7,775 6,718

of which: exchange rate differences, net(5) (870) 2,131 695

(1) Including effective component in hedging relations.(2) Ineffectiveness deriving from fair value hedging.(3) Derivative instruments constituting part of the Bank's ALM network that are not designated for hedging relations.(4) Including interest income on problematic debts that was not recorded in previous years in an amount of NIS 428 million in

the year 2010 and NIS 321 million in the year 2009.(5) The amount does not include exchange rate differences in respect of derivative instruments. Such exchange rate differences

are included in the income (expenses) in respect of derivative instruments and hedging activity items.

Gross income and expenses were affected by the development of exchange rates; In the year 2011 there was a real depreciation of the Shekel against the exchange rate of the Dollar, In the years 2010 and 2009 there was a real appreciation of the Shekel against the exchange rate of the Dollar.

Note 23Profit from Financing Activities, before Provision for Credit Losses



(NIS millions)

E. Details of the operating results from investments in debentures:

2011 2010 2009

Financing income from debentures on a cumulative basis:

Held to maturity 69 61 87

Available for sale* 1,320 504 906

Held for trading 103 19 73

Total included in profit from financing activities, in respect of assets 1,492 584 1,066

Profits from sale of debentures held to maturity, net** - 10 -

Profits from sale of debentures available for sale 114 369 384

Losses from sale of debentures available for sale*,** (7) (9) (277)

Realized and unrealized profits (losses) from adjustments to fair value of debentures held for trading, net*** 17 20 (20)

Total included in other financial income 124 390 87

Total from investments in debentures 1,616 974 1,153

* Including interest and positive (negative) exchange rate differences in respect of mortgage backed securities (MBS) in 2009 amount of NIS 21 million.

** Including provisions for impairment.*** Of which: part of profits and losses related to debentures held for trading, which are still held at balance-sheet date, totaled

NIS 24 million (2010: NIS 4 million; 2009: NIS 7 million).

F. Details of net effect of hedging derivative instruments on profit from financing activities:

2011 2010 2009

Financing income (expenses) in respect of assets (paragraph A) (510) (198) 134

Financing income from liabilities (paragraph B) 466 127 82

Note 23Profit from Financing Activities, before Provision for Credit Losses (continued)



(NIS millions)

Composition:

2011 2010 2009

Account management 952 953 933

Credit cards 1,549 1,461 1,337

Securities activity 1,054 1,199 1,167

Financial products distribution commissions(1) 182 174 129

Management, operation and trust to institutional entities(2) 67 82 72

Credit handling 361 391 290

Conversion differences 258 264 263

Foreign-trade activity 109 112 90

Net income from credit portfolios services 45 49 54

Management fees and fees from life insurance and home insurance 52 52 57

Other commissions 67 74 97

Total operating commissions 4,696 4,811 4,489

(1) Mainly mutual funds.(2) Mainly management and operation fees given to provident funds.

Note 24Operating Commissions



(NIS millions)

Composition:

2011 2010 2009

Profit from the sale of available for sale shares 99 25 309

Losses from the sale of available for sale shares(1) (77) (2) (13)

Realized and unrealized profits from adjustments to the fair value of held for trading shares, net(2) - 32 11

Dividend from available for sale and held for trading shares 33 22 85

Total profits from investments in shares, net 55 77 392

(1) Including provision for impairment.(2) Of which: part of profit (losses) related to shares held for trading, which are still held at balance-sheet date, in 2011 amounted

to NIS (5) million (2010: NIS 9 million ; 2009: NIS 3 million).

Composition:

2011 2010 2009

Income from computer services to companies that was consolidated in the past 42 91 100

Others 59 73 58

Total other income 101 *164 *158


Note 26Other Income

Note 25Profits (losses) from Investments in Shares, net



(NIS millions)

Composition:

2011 2010 2009

Salaries(1) 3,270 *3,078 *2,746

Expense incurred from share based payment transactions(2) 37 165 160

Severance payments, benefits, pension, study fund and vacation 574 *544 *289

National insurance and VAT on salaries 648 *636 *596

Other related expenses 230 208 225

Total salaries and related expenses(1) 4,759 *4,631 *4,016

(1) Of which: salaries and related expenses abroad 493 488 504

(2) Of which: expenses arising from transactions treated as share-based payment transactions settled in capital instruments 62 79 53


Composition:

2011 ***2010 ***2009

Marketing and advertising 293 *303 240

Communication 217 211 221

Computers** 301 274 265

Office 182 190 186

Insurance 23 26 17

Professional services 203 176 204

Wages and reimbursement of expenses to members of the Board of Directors 16 14 13

Training and further education 50 40 28

Commissions 256 271 247

Contribution to the community 47 44 43

Others 462 452 452

Total other expenses 2,050 2,001 1,916

* Includs a nonrecurring provision at the credit-card companies for the stars program, in the amount of approximally NIS 47 million.

** Excluding salaries, depreciation and deductions.*** Reclassified following the initial implementation of certain international accounting standards ,in order to match the item

headings and presentation method of the current period. See also Note 1(C)(4) above.

Note 28Other Expenses

Note 27Salaries and Related Expenses



(NIS millions)

A. Composition:

2011 2010 2009

Current taxes:

In respect of current year 1,386 1,327 759

In respect of previous years (194) (23) 123

Total current taxes 1,192 1,304 882

Add (deduct):

Deferred taxes:

In respect of current year (452) **37 **169

In respect of previous years 69 1 (61)

Total deferred taxes (383) **38 **108

Total provision for taxes* 809 **1,342 **990

* Of which: provision for taxes for tax authorities overseas 10 41 50


B. Reconciliation between the theoretical amount of tax, for which the Bank would have been liable at the statutory tax rate, and the provision for taxes on operating profit, as recorded in the statement of profit and loss:

2011 2010 2009

Rate of tax applicable to the Bank in Israel (%) 34.48 35.34 36.21

Amount of tax based on statutory tax rate 1,212 *1,239 *827

Add (deduct) tax expenses (tax savings) in respect of:

Difference due to different statutory rate (66) (83) (89)

Supplementary provsion for doubtful debts - (26) 20

Non-deductible other expenses 60 80 93

Income of subsidiaries abroad 16 43 55

Translation differences in respect of subsidiaries abroad (62) 73 (10)

Adjustment differences for depreciation and capital gain (4) 7 2

Exempt income and income taxable at preferential rates (11) (6) (25)

Timing differences for which deferred taxes were not recorded 1 14 (10)

Loss for tax in respect of which no deferred taxes were recorded (33) (4) 2

Taxes in respect of previous years (125) (22) 62

Change in the balance of deferred taxes due to the change in the tax rate (179) *27 *63

Provision for taxes on operating profit 809 *1,342 *990


Note 29Provision for Taxes (Tax Benefit) on Operating Profit (Loss)



C. Balances of deferred tax assets and deferred tax liability:

December 31

2011 2010 2011 2010

Balance in NIS millions Average tax rate in %

Deferred tax assets:

From allowance for credit losses 1,174 112 34.4 31.0

Surplus funding for severance payments and retirement 696 *362 34.7 *28.0

From the provision for vacation and grants 434 *573 34.8 *31.5

From losses and deductions carried forward for tax purposes 51 57 25.9 25.4

From other monetary items 143 149 33.2 32.6

Total deferred tax assets 2,498 *1,253 34.3 30.2

Deffered tax liability:

From investments in affiliates 22 40 10.5 25.0

From other monetary items 47 108 27.0 25.4

From the adjustment of depreciable non-monetary assets 235 185 29.5 27.9

Total deferred tax liability 304 333 25.8 26.7


Utilization of the balance of deferred tax assets, net, is contingent upon the existence of taxable income in future years. Deferred tax is computed on the basis of the expected future tax rate.

D. The amount of the adjustment for non-monetary assets, the amortization of which will not be allowable as an expense for tax purposes in the future, and for which a provision of deferred taxes are not to be created:

December 31

2011 2010

NIS millions

Balance at the beginning of the year 98 114

Amount not allowed in the current year (12) (16)

Balance at the end of the year 86 98

E. Final assessments:The Bank has final income tax assessments up to and including the 2009 tax year. Subsidiaries have received final income tax assessment up to and including the tax years 2006 to 2009.

F. Losses for which no deffered tax assets were includedThe Bank and certain consolidated companies have losses and other deductions, established for tax purposes, in respect of which no deferred tax assets were included, in the amount of approximately NIS 391 million (31.12.2010: NIS 405 million). It will be possible to utilize these amounts in the future, if the companies in which the amounts were recorded have taxable income.

Note 29Provision for Taxes (Tax Benefit) on Operating Profit (Loss) (continued)



(NIS millions)

G. Amendments of the Income Tax Ordinance:The Law for Change in the Tax Burden (Legislative Amendments), 2011 was published in the Official Gazette

of the Israeli Government on December 6, 2011. Pursuant to this law, the tax reduction established in the

Economic Efficiency Law will be cancelled, and the rate of corporation tax will stand at 25% from 2012 forward.

The effect of the change in the tax rate on the Financial Statements as at December 31, 2011 is reflected in an increase in

the balance of deferred taxes, in the amount of NIS 179 million.

The Bank is defined as a financial institution for the purposes of the Value Added Tax Law, which imposes payroll tax and

profit tax on such institutions. The provision for taxes on income therefore includes income tax, pursuant to the Income

Tax Ordinance, and profit tax pursuant to the Value Added Tax Law. Accordingly, the combined tax rates applicable to the

Bank, which were used to calculate current taxes and the balance of deferred taxes as at December 31, 2011, are as follows:

Tax yearProfit

tax rateIncome tax rate

Combined tax rate

2009 16.00% 26.00% 36.21%

2010 16.00% 25.00% 35.34%

2011 16.00% 24.00% 34.48%

2012 16.00% 25.00% 35.34%

H. Provisions for credit losses:On January 1, 2011, the banking system adopted the new directive of the Supervisor of Banks concerning the measurement

and disclosure of impaired debts, credit risk, and provision for credit losses. As a result, agreements were signed between

the banking industry, including the Bank, and the Tax Authority to establish rules with regard to the manner of recognition

of provision for credit losses for tax purposes.

Note 29Provision for Taxes (Tax Benefit) on Operating Profit (Loss) (continued)



(NIS millions)

Composition:

2011 2010 2009

From investments in consolidated companies:

Profit from realization of shares 5 4 -

From investments in equity-basis investees:

Profit (loss) from realization of shares, net - - (1)

From buildings and equipment:

Profit (loss), net from realization - 12 3

Profit from the sale of mutual funds and provident fund management rights - - 40

Profit before taxes 5 16 42

Provision for taxes on profit from extraordinary transactions:

Current taxes - - (14)

Total provision for taxes - - (14)

Profit after taxes 5 16 28

The Bank's share in profits (losses) from extraordinary transactions of equity-basis investees, after taxes - - -

Profit from extraordinary transactions, after taxes:

Before attribution to noncontrolling interests 5 16 28

Attributed to noncontrolling interests - - -

Attributed to shareholders of the Bank 5 16 28

Note 30Net Profit from Extraordinary Transactions, after taxes



Composition:


2011 2010 2009

NIS millions

Basic profit

Net operating profit 2,741 *2,185 *1,272

Net profit from extraordinary transactions, after taxes 5 16 28

Total net profit attributed to the ordinary shareholders of the bank 2,746 *2,201 *1,300

Weighted average of amount of ordinary shares

In shares of par value NIS 1

Balance as at January 1 of issued and paid-up share capital 1,324,290,957 1,320,275,318 1,317,092,705

Effect of options exercised into shares 2,070,602 1,701,763 1,490,787

Effect of shares purchased during the period (2,246,191) - (59,452)

Weighted average of amount of ordinary shares used in the calculation of basic profit per share as at December 31 1,324,115,368 1,321,977,081 1,318,524,040

NIS millions

Diluted profit

Net operating profit 2,741 *2,185 *1,272

Net profit from extraordinary transactions, after taxes 5 16 28

Net profit attributed to the ordinary shareholders of the bank 2,746 *2,201 *1,300

Weighted average of amount of ordinary shares (diluted)

In shares of par value NIS 1

Weighted average amount of ordinary shares used in the calculation of basic profit per share 1,324,115,368 1,321,977,081 1,318,524,040

Effect of share options 10,398,596 11,211,162 8,366,012

Weighted average of amount of ordinary shares used in the calculation of diluted profit per share as at December 31 1,334,513,964 1,333,188,243 1,326,890,052

Profit per share

Basic profit in NIS

Net operating profit per share 2.07 *1.65 *0.97

Net profit per share from extraordinary transactions, after taxes - 0.01 0.02

Total 2.07 *1.66 *0.99

Diluted profit in NIS

Net operating profit per share 2.05 *1.64 *0.96

Net profit per share from extraordinary transactions, after taxes - 0.01 0.02

Total 2.05 *1.65 *0.98


Note 31Profit per ordinary share



Note 32Segments of Activity and Geographical Regions

General – The Segments and Customer Assignment Criteria

The Bank Group operates in Israel and abroad through the Bank, subsidiaries, branches, and representative offices, in all

areas of banking, and provides a wide range of banking and financial services to its customers. The Bank also has investments

in equity-basis investee companies.

The activity of the Bank Group is conducted via six principal segments of activity. The division into segments of activity is

based on the types of products and services or on the types of customers included in and served by each of the segments.

The Board of Management of the Bank uses this division to make decisions and to analyze the Group's business results. The

segments of activity are presented according to characteristics stipulated by the Supervisor of Banks.

Criteria for Assignment of Customers to the Segments Households Segment – Provides a range of banking services and financial products to households. Customers assigned

to this segment are customers with a monthly income of up to NIS 9,000.

Private Banking Segment – Provides a range of advanced banking services, through various channels, and financial

products, including investment advisory services, to private customers of medium to high net worth in Israel and abroad.

Customers assigned to this segment are young customers with a monthly income higher than NIS 7,000, or who hold

investments at the Bank in an amount greater than NIS 75,000, as well as other customers with a monthly income higher

than NIS 9,000 and/or who hold investments at the Bank in an amount greater than NIS 100,000.

Small Business Segment – Customers included in this segment are those with a revenue turnover of less than NIS 30

million, with indebtedness to the Bank of up to NIS 6 million.

Commercial Segment – Customers included in this segment are customers with a revenue turnover of over NIS 30

million and up to NIS 400 million annually, or with indebtedness to the Bank of more than NIS 6 million and up to NIS

100 million, or customers whose total indebtedness (to the Bank or to other lenders) is more than NIS 6 million, up to a

total of NIS 250 million. For customers in the construction and real-estate sector, total indebtedness is over NIS 6 million

and up to NIS 200 million to the Bank, or total indebtedness (to the Bank or to other lenders) is over NIS 6 million and

up to NIS 400 million.

Corporate Segment – Customers included in this segment are customers with a revenue turnover (sales) of over NIS 400

million, with indebtedness to the Bank of more than NIS 100 million, or customers with total indebtedness (to the Bank or

to other lenders) of more than NIS 250 million. For customers in the construction and real-estate sector, total indebtedness

is over NIS 200 million to the Bank, or total indebtedness (to the Bank or to other lenders) is over NIS 400 million.

Financial Management Segment – Responsible for the management of resources and applications in the Bank,

management of the Bank’s proprietary portfolio, management of overall market and liquidity risks, and support for the

development and pricing of financial products in order to market them to customers of the various segments. The activity

of the Bank’s dealing rooms is also included in this segment. Sources of financing are raised through issues of securities

within the segment’s activity. Also attributed to this segment are the results of investments in shares and investments in

equity-basis investees.

Others and Adjustments – Includes all other activities of the Bank Group, each of which does not form a reportable

segment, and adjustments of inter-segmental activity resulting from proceeds of transactions, service, and product

development. In addition, this segment includes activity in credit cards under the responsibility of other banks.

It is hereby clarified that the assignment of the results of operations in the manner described above is occasionally performed

based on criteria in addition to those listed above. For example, a private customer or a company with a profile and potential

for future activity that justify assignment to the Private Banking Segment or the Corporate Segment, as relevant, may be assigned

to that segment despite the fact that when joining the Bank they do not meet the criteria established for the segment.

The results of operations of the banking subsidiaries and the Bank's main overseas offices were assigned to the segments

of activity as follows: Customers of Bank Hapoalim (Switzerland) Ltd. and of Banque Hapoalim (Luxembourg) S.A. – Private

Banking; customers of the US and UK branches – Private Banking and Corporate Segment; Bank Pozitif and its subsidiary.

JSC Bank Pozitiv – Households Segment and Commercial Segment.



Note 32Segments of Activity and Geographical Regions

Rules for the Distribution of Results of Operations among the Segments The following are the main rules applied in dividing the results of operations among the different segments:

Profit from financing activity – Includes among others: (1) the spread between the interest rate received from the

segment's customers and the wholesale interest rate which the segment is charged in respect of the resource used to

provide the loan to the customer; (2) the spread between the wholesale interest rate at which the segment is credited in

respect of resources which it makes available to the Bank, and the interest rate paid to the segment's customers in respect

of such resources; and (3) the unindexed wholesale interest on the weighted capital calculated for the return on equity

attributed to the segment, which is calculated based on the risk-adjusted assets allocated to each segment.

Provisions for credit losses – Provisions for credit losses are charged to the segment to which the borrower against

whose debt the provision is recorded belongs.

Operating and other income – Attributed to the segment to which the customer belongs. Income in respect of

computer services provided by the Bank to external entities is attributed to the Others and Adjustments Segment.

Intersegmental operating income – The assigned segment of a customer receiving services from another segment

transfers part of the income to the segment providing the service, according to a transfer price for the service provided

to the customer. Transfer prices are set by the Bank based, among other factors, on market prices for the service, internal

cost estimates, and participation in income derived directly or indirectly from the said service.

Operating and other expenses – Expenses are attributed to each segment of activity, according to predetermined

rules and standard prices, either as an expense identified directly with the activity of the segment, or according to charging

formulas. Standard prices are determined similarly to the establishment of transfer prices, as described above. Differences

formed in calculations between the actual expense calculation of units which are not profit units and the income attributed

to these units based on standard prices are allocated as income or expenses, as relevant, to the Others and Adjustments

Segment. Attribution rules are based on the volumes of activity relevant to the types of costs in each segment.

Debiting for inter-segmental services – The assigned segment of a customer who receives services from another

segment is debited based on standard prices for services supplied by other segments to its customers. The costs of the

segment providing the service are reduced accordingly, and the costs are concurrently charged to the segment to which

the customer belongs.

Taxes on income – The provision for tax on the results of operation of each segment was calculated according to the

annual effective tax rate. Starting with the Financial Statements as at December 31, 2011, effects on the balances of deferred

taxes arising from previous years and from changes in tax rates were allocated to the Others and Adjustments Segment.

Comparison figures were reclassified accordingly.

Return on equity – Indicates the ratio of the net profit attributed to shareholders of the Bank of each segment to the

capital allocated to that segment.

Capital allocated to the segment – The balance of risk-adjusted assets in each segment, which represents each

segment’s relative share of the total risk-adjusted assets of the Group, as calculated for the purposes of capital adequacy

pursuant to the Basel II directives, multiplied by the ratio of weighted capital (as calculated for the purposes of calculating

return on equity) to the total balance of risk-adjusted assets.



December 31, 2011

Householdssegment

Private bankingsegment

Small businesssegment

Commercialsegment

Corporatesegment

FinancialManagement

segment

Others andadjustments

Total

Profit from financing activity before provision for credit losses:

- from externals 3,202 (2,825) 914 1,097 5,521 322 - 8,231

- inter-segmental (939) 4,118 245 (319) (3,097) (8) - -

Total 2,263 1,293 1,159 778 2,424 314 - 8,231


- from externals 1,262 1,535 594 186 512 78 685 4,852

- inter-segmental (68) (209) (62) (25) (1) - 365 -

Total income 3,457 2,619 1,691 939 2,935 392 1,050 13,083

Provision for credit losses 268 57 124 130 623 - - 1,202


- from externals 2,659 2,079 935 373 752 435 1,132 8,365

- inter-segmental 15 26 (31) 10 84 - (104) -

Operating profit (loss) before taxes 515 457 663 426 1,476 (43) 22 3,516

Provision for taxes (tax Benefit) on operating profit (loss) 180 157 230 146 515 (118) (301) 809

Operating profit after taxes 335 300 433 280 961 75 323 2,707

The Bank's share in net operating losses of equity-basis investees after taxes - - - - - (5) - (5)


Before attribution to noncontrolling interests 335 300 433 280 961 70 323 2,702

Attributed to noncontrolling interests 5 (1) - (12) - 48 (1) 39

Attributed to the shareholders of the banking corporation 340 299 433 268 961 118 322 2,741

Profit from extraordinary transactions, after taxes, before attribution to noncontrolling interests - - - - - - 5 5

Net profit:


Attributed to noncontrolling interests 5 (1) (12) 48 (1) 39


Return on equity (rate of net profit out of average equity)(1) 10.0% 18.5% 21.7% 11.1% 9.0% 5.5% - 12.0%

Average balance of assets 60,350 26,371 22,051 23,794 102,065 82,011 9,815 326,457

Of which: Investment in equity-basis investees - - - - - 129 - 129

Average balance of liabilities 33,320 116,408 23,616 13,887 63,018 52,245 954 303,448

Average balance of risk assets(1) 43,329 20,428 25,318 30,660 134,876 26,880 7,883 289,374

Average balance of provident fund and mutual fund assets 2,403 32,071 2,878 1,620 3,661 - 82,109 124,742

Average balance of securities 3,033 102,351 8,790 9,567 526,117 - - 649,858

Average balance of other assets under management - 1,369 19 11 29 - - 1,428

Average number of job positions 5,367 3,533 1,800 611 943 803 770 13,827

The component of profit from financing activity before provision for credit losses:

Margin from credit granting activity 1,647 358 845 563 1,595

Margin from deposit taking activity 512 893 216 60 104

Other 104 42 98 155 725

Total profit from financing activity before provision for credit losses 2,263 1,293 1,159 778 2,424

(1) Calculated based on the capital allocated to the segment, according to the risk assets, which were attributed to it by Basel II directives.

Note 32Operating segments and geographic areas (continued)


(NIS millions)

December 31, 2011

Householdssegment



Commercialsegment

Corporatesegment

FinancialManagement

segment


Total


- from externals 3,202 (2,825) 914 1,097 5,521 322 - 8,231

- inter-segmental (939) 4,118 245 (319) (3,097) (8) - -

Total 2,263 1,293 1,159 778 2,424 314 - 8,231


- from externals 1,262 1,535 594 186 512 78 685 4,852

- inter-segmental (68) (209) (62) (25) (1) - 365 -

Total income 3,457 2,619 1,691 939 2,935 392 1,050 13,083



- from externals 2,659 2,079 935 373 752 435 1,132 8,365

- inter-segmental 15 26 (31) 10 84 - (104) -


Provision for taxes (tax Benefit) on operating profit (loss) 180 157 230 146 515 (118) (301) 809

Operating profit after taxes 335 300 433 280 961 75 323 2,707




Attributed to noncontrolling interests 5 (1) - (12) - 48 (1) 39



Net profit:


Attributed to noncontrolling interests 5 (1) (12) 48 (1) 39


Return on equity (rate of net profit out of average equity)(1) 10.0% 18.5% 21.7% 11.1% 9.0% 5.5% - 12.0%












Other 104 42 98 155 725

Total profit from financing activity before provision for credit losses 2,263 1,293 1,159 778 2,424

(1) Calculated based on the capital allocated to the segment, according to the risk assets, which were attributed to it by Basel II directives.




December 31, 2010*

Householdssegment



Commercialsegment

Corporatesegment

FinancialManagement

segment


Total


- from externals 3,354 2,122 1,457 1,180 2,808 (3,146) - 7,775

- inter-segmental (1,338) (1,125) (440) (492) (147) 3,542 - -

Total 2,016 997 1,017 688 2,661 396 - 7,775


- from externals 1,252 1,584 560 170 629 72 785 5,052

- inter-segmental (58) (207) (58) (25) - - 348 -

Total income 3,210 2,374 1,519 833 3,290 468 1,133 12,827



- from externals 2,597 2,058 939 404 745 494 1,054 8,291

- inter-segmental 5 18 (57) 32 82 - (80) -


Provision for taxes (tax Benefit) on operating profit (loss) 121 104 189 107 769 (13) 65 1,342

Operating profit (loss) after taxes 178 165 309 172 1,259 (13) 94 2,164

The Bank's share in net operating profits of equity-basis investees after taxes - - - - - 3 - 3


Before attribution to noncontrolling interests 178 165 309 172 1,259 (10) 94 2,167

Attributed to noncontrolling interests 11 (2) - 3 - 4 2 18

Attributed to the shareholders of the banking corporation 189 163 309 175 1,259 (6) 96 2,185


Net profit (loss):


Attributed to noncontrolling interests 11 (2) 3 4 2 18


Return on equity (rate of net profit out of average equity)(1)** 5.8% 11.1% 17.1% 8.5% 13.4% (0.2%) - 10.4%




Average balance of risk assets(1)** 41,322 18,613 22,865 26,072 119,037 34,592 6,863 269,364








Other 131 47 100 129 927

Total profit from financing activity before provision for credit losses 2,016 997 1,017 688 2,661


** Reclassified.(1) Calculated based on the capital allocated to the segment, according to the risk assets, which were attributed to it by Basel II directives.


(NIS millions)

December 31, 2010*

Householdssegment



Commercialsegment

Corporatesegment

FinancialManagement

segment


Total


- from externals 3,354 2,122 1,457 1,180 2,808 (3,146) - 7,775

- inter-segmental (1,338) (1,125) (440) (492) (147) 3,542 - -

Total 2,016 997 1,017 688 2,661 396 - 7,775


- from externals 1,252 1,584 560 170 629 72 785 5,052

- inter-segmental (58) (207) (58) (25) - - 348 -

Total income 3,210 2,374 1,519 833 3,290 468 1,133 12,827



- from externals 2,597 2,058 939 404 745 494 1,054 8,291

- inter-segmental 5 18 (57) 32 82 - (80) -


Provision for taxes (tax Benefit) on operating profit (loss) 121 104 189 107 769 (13) 65 1,342

Operating profit (loss) after taxes 178 165 309 172 1,259 (13) 94 2,164

The Bank's share in net operating profits of equity-basis investees after taxes - - - - - 3 - 3



Attributed to noncontrolling interests 11 (2) - 3 - 4 2 18



Net profit (loss):


Attributed to noncontrolling interests 11 (2) 3 4 2 18


Return on equity (rate of net profit out of average equity)(1)** 5.8% 11.1% 17.1% 8.5% 13.4% (0.2%) - 10.4%




Average balance of risk assets(1)** 41,322 18,613 22,865 26,072 119,037 34,592 6,863 269,364








Other 131 47 100 129 927

Total profit from financing activity before provision for credit losses 2,016 997 1,017 688 2,661


** Reclassified.(1) Calculated based on the capital allocated to the segment, according to the risk assets, which were attributed to it by Basel II directives.




December 31, 2009*,**

Householdssegment



Commercialsegment

Corporatesegment

FinancialManagement

segment


Total


- from externals 3,052 (621) 877 1,045 6,395 (4,030) - 6,718

- inter-segmental (1,317) 1,553 (10) (399) (3,898) 4,071 - -

Total 1,735 932 867 646 2,497 41 - 6,718


- from externals 1,169 1,487 529 155 939 18 742 5,039

- inter-segmental (56) (202) (53) (24) 5 - 330 -

Total income 2,848 2,217 1,343 777 3,441 59 1,072 11,757

Provision for credit losses 334 33 240 167 1,243 - - 2,017


- from externals 2,297 1,821 839 278 670 514 1,038 7,457

- inter-segmental (15) 21 (85) 52 80 - (53) -


Provision for taxes (tax Benefit) on operating profit (loss)** 93 129 131 108 537 (160) 152 990

Operating profit (loss) after taxes 139 213 218 172 911 (295) (65) 1,293



Before attribution to noncontrolling interests 139 213 218 172 911 (310) (65) 1,278

Attributed to noncontrolling interests 9 (1) - (2) - (17) 5 (6)

Attributed to the shareholders of the banking corporation 148 212 218 170 911 (327) (60) 1,272

Profit (loss) from extraordinary transactions, after taxes, before attribution to noncontrolling interests 13 7 2 - 1 (1) 6 28

Net profit (loss):




Return on equity (rate of net profit out of average equity)(1) 5.5% 17.9% 19.3% 13.2% 14.4% (6.8%) - 6.8%





Average balance of provident fund and mutual fund assets 2,586 28,425 2,211 721 2,225 - 67,998 104,166


Average balance of other assets under management - 1,808 22 16 6,110 - - 7,956





Other 118 17 93 101 789

Total profit from financing activity before provision for credit losses 1,735 932 867 646 2,497


** Reclassified for attribution of effects arising from previous years and from changes in tax rates on balances of deferred taxes to the Others and Adjustments Segment.

(1) Calculated based on the capital allocated to the segment, according to the risk assets, which were attributed to it by Basel I directives.


(NIS millions)

December 31, 2009*,**

Householdssegment



Commercialsegment

Corporatesegment

FinancialManagement

segment


Total


- from externals 3,052 (621) 877 1,045 6,395 (4,030) - 6,718

- inter-segmental (1,317) 1,553 (10) (399) (3,898) 4,071 - -

Total 1,735 932 867 646 2,497 41 - 6,718


- from externals 1,169 1,487 529 155 939 18 742 5,039

- inter-segmental (56) (202) (53) (24) 5 - 330 -

Total income 2,848 2,217 1,343 777 3,441 59 1,072 11,757

Provision for credit losses 334 33 240 167 1,243 - - 2,017


- from externals 2,297 1,821 839 278 670 514 1,038 7,457

- inter-segmental (15) 21 (85) 52 80 - (53) -


Provision for taxes (tax Benefit) on operating profit (loss)** 93 129 131 108 537 (160) 152 990

Operating profit (loss) after taxes 139 213 218 172 911 (295) (65) 1,293






Profit (loss) from extraordinary transactions, after taxes, before attribution to noncontrolling interests 13 7 2 - 1 (1) 6 28

Net profit (loss):




Return on equity (rate of net profit out of average equity)(1) 5.5% 17.9% 19.3% 13.2% 14.4% (6.8%) - 6.8%





Average balance of provident fund and mutual fund assets 2,586 28,425 2,211 721 2,225 - 67,998 104,166


Average balance of other assets under management - 1,808 22 16 6,110 - - 7,956





Other 118 17 93 101 789

Total profit from financing activity before provision for credit losses 1,735 932 867 646 2,497


** Reclassified for attribution of effects arising from previous years and from changes in tax rates on balances of deferred taxes to the Others and Adjustments Segment.

(1) Calculated based on the capital allocated to the segment, according to the risk assets, which were attributed to it by Basel I directives.



(NIS millions)


Note 33Legislative Initiatives

Information on geographic areas(1)

Income(2) Net Profit Total assets

For the year ended December 31 For the year ended December 31 as at December 31

2011 *2010 *2009 2011 *2010 *2009 2011 *2010

Israel 11,856 11,466 10,220 2,667 2,154 1,193 293,110 270,333

North America 537 532 583 47 42 64 35,701 26,201

Europe 668 810 936 29 4 42 27,552 24,264

Other 22 19 18 3 1 1 325 291

Total outside Israel 1,227 1,361 1,537 79 47 107 63,578 50,756

Total consolidated 13,083 12,827 11,757 2,746 2,201 1,300 356,688 321,089


(1) The division into geographical regions was performed according to the location of the assets. The Global Private Banking Center in Tel Aviv, which is an integral part of the GPB network, was also assigned to activity outside Israel.

(2) Income: profit from financing activity before provision for credit losses and operating and other income.

Several laws enacted recently, as well as government or private initiatives or bills currently in various stages of preparation

which may also become legislation, may encumber the Bank and may expose it to nuisance claims, or restrict its activities,

and thereby exert an adverse effect on its future profitability. The Bank cannot assess the future impact of the aforesaid on

the Bank Group.



(NIS millions)

A. Condensed Balance Sheet

December 31

2011 2010

Assets


Securities 24,902 20,234

Credit to the public 226,919 **,*215,252

Allowance for credit losses (3,872) **,*(11,058)

Credit to the public, net 223,047 204,194

Credit to governments 616 339

Investments in subsidiary and affiliated companies 15,041 ***14,847

Buildings and equipment 3,350 3,415

Assets in respect of derivative instruments 10,455 **6,394

Other assets 3,800 ***,**2,235

Total assets 334,452 ***299,780




Deposits from the Government 1,085 1,335

Securities which were lent or sold under agreements to repurchase 1,148 -

Debentures and subordinated notes 21,110 18,274

Liabilities in respect of derivative instruments 12,994 **10,129

Other liabilities 5,696 ***,**5,460

Total liabilities 310,607 ***277,219

Equity 23,845 ***22,561

Total liabilities and equity 334,452 ***299,780

* On January 1, 2011, the Bank adopted the directive of the Supervisor of Banks, "Measurement and Disclosure of Impaired Debts, Credit Risk, and Provision for Credit Losses," for the first time. Comparison figures for previous years were not restated; therefore, data as at December 31, 2011 are not comparable with data marked with an asterisk * in 2010. For further explanations of the effect of the initial adoption of this directive, see Note 1(E)(4)above.

** The data were reclassified to match the item headings and presentation method in the current period, following the initial implementation of certain accounting standards. See Note 1(C)(4) above.

*** Restated following the retroactive implementation of the directives of the Supervisor of Banks regarding financial reporting on employee benefits. For further details, see Note 1(E)(18) above.

Note 34Condensed Financial Statements - The Bank



(NIS millions)

B. Condensed Statement of profit and loss

2011 2010 2009

Profit from financing activities before provision for credit losses 7,361 7,118 5,732

Provision for credit losses 1,150 969 1,933

Profit from financing activities after provision for credit losses 6,211 6,149 3,799

Operating and other income

Operating commissions 2,871 3,033 2,906

Profits (losses) from investments in shares, net (12) 24 371

Other income 64 *114 *139

Total operating and other income 2,923 *3,171 3,416


Salaries and related expenses 4,060 *3,978 *3,383

Maintenance and depreciation of buildings and equipment 1,335 1,317 1,252

Other expenses 1,086 1,085 1,102

Total operating and other expenses 6,481 *6,380 *5,737

Operating profit before taxes 2,653 *2,940 *1,478

Provision for taxes on operating profit 690 *1,132 *797

Operating profit after taxes 1,963 *1,808 *681

The Bank's share in net, after-tax operating profits of affiliates 778 377 591


Attributed to shareholders of the Bank 2,741 *2,185 *1,272

Profit from extraordinary transactions, after taxes 5 16 28

Net profit:

Attributed to shareholders of the Bank 2,746 *2,201 *1,300


Note 34Condensed Financial Statements - The Bank (continued)



(NIS millions)

C. Condensed Statements of cash flows

2011 2010 2009

Cash flows generated by operating activities

Net profit for the year 2,746 *2,201 *1,300

Adjustments to reconcile net profit to net cash generated by operating activities:

The bank's share in undistributed profits of affiliates (405) (257) (626)

Depreciation of buildings and equipment 597 607 587

Amortizations 17 10 11

Provision for credit losses 1,150 969 1,933

Profit from sale and adjustment of securities available for sale and held to maturity (1,052) (245) (346)

Realized and unrealized loss (profit) from adjustments to fair value of securities held for trading (14) (16) 25

Gain from sale of buildings and equipment - (12) (3)

Change in benefit inherent in share based transactions 3 109 45

Change in liabilities in respect of employee benefits 237 *74 *(62)

Deferred taxes, net (323) *16 *90

Adjustments differentials included in investment and financing activities 399 303 487

Net cash inflow generated by operating activities 3,355 *3,759 *3,441

Cash flows generated by activities (for activities) in assets

Deposits in banks, net (863) 524 7,023

Acquisition of debentures held to maturity (279) (133) (49)

Proceeds from redemption of debentures held to maturity 218 58 -

Acquisition of securities available for sale (16,070) (9,918) (7,807)

Proceeds from sale of securities available for sale 13,556 5,015 9,324

Securities held for trading, net (1,155) 1,101 (1,019)

Credit to the public, net (21,181) (9,797) 6,042

Credit to governments, net (277) (121) 52

Investments in affiliates (147) (87) (136)

Proceeds from sale of affiliates and redemption of capital notes 37 - 182

Acquisition of buildings and equipment (570) (573) (560)

Proceeds from sale of buildings and equipment 1 29 47

Other assets, net (4,423) (956) 6,091

Net cash inflow generated by activities (for activities) in assets (31,153) (14,858) 19,190




(NIS millions)

C. Condensed Statements of cash flows (continued)

2011 2010 2009

Cash flows generated by activities (for activities) in liabilities and equity

Deposits from the public, net 24,262 7,561 2,395

Deposits from banks, net 2,291 (2,091) (1,171)

Deposits from the Government, net (250) (216) (106)

Securities which were lent or sold under agreements to repurchase, net 1,148 - -

Issuance of debentures and subordinated notes 3,349 1,237 3,884

Redemption of debentures and subordinated notes (928) (487) (773)

Other liabilities, net 2,526 *3,317 *(6,432)

Issue of shares and options 4 4 4

Buyback of shares (74) - (10)

Dividend paid to the Bank's shareholders (270) - -

Net cash inflow generated by activities (for activities) in liabilities and equity 32,058 *9,325 *(2,209)

Increase (decrease) in cash 4,260 (1,774) 20,422

Balance of cash at beginning of year 47,236 49,010 28,588

Balance of cash at end of year 51,496 47,236 49,010


December 31

2011 2010*

Total assets 334,248 299,519

Total liabilities 310,607 277,219

Shareholders` equity 23,641 22,300

2011 2010 2009

Net profit 2,772 *2,151 *1,292


Note 35Information on the Basis of Nominal Historical Data for tax purposes - The Bank


2011Appendix

Condensed Financial Statements of the Bank’s Offices Abroad

Bank Hapoalim - US Branches 446

Bank Hapoalim - London Branch 447

Bank Hapoalim (Switzerland) Ltd. 448

Bank Pozitif Kredi Ve Kalkinma Bankasi a.s. 449


(USD millions)

Condensed Balance Sheet as at December 31

2011 2010

Assets


Securities 688 817

Credit to the public 2,280 2,085


Other assets 123 131

Total assets 8,240 6,198

Liabilities and capital means



Other liabilities 278 286

Capital means* 112 104

Total liabilities and capital means 8,240 6,198

Condensed Statement of Profit and Loss for the year ended December 31

2011 2010

Profit from financing activities before provision for credit losses 62 73

Provision for credit losses - 1

Profit from financing activities after provision for credit losses 62 72

Operating and other income 14 14



Provision for taxes (Tax benefit) (23) 1

Net profit 33 15

* Capital means item includes the original amounts of deposits which were deposited with the United States branches by the Bank in Israel when the branches were originally set up, in addition to profits (losses) that were recorded by the branches up to the balance-sheet date, including adjustments in respect of presentation of securities available for sale, at their fair value.

Note:The data shown above are data as included in the financial statements of the branches, after adjustment to the accounting principles applied by the Bank.

Bank Hapoalim - US Branches


(GBP millions)


2011 2010

Assets

Cash on hand and deposits with banks 367 429

Securities - 106

Credit to the public 484 459

Buildings and Equipment 5 3

Other assets 114 40

Total assets 970 1,037

Liabilities and capital means

Deposits from the public 494 770

Deposits from banks 319 185


Capital means* 37 34

Total liabilities and capital means 970 1,037


2011 2010


Provision (income) for credit losses (2) -





Provision for taxes (Tax benefit) - (1)

Net profit 6 12

* Capital means item includes the original amounts of deposits which were deposited with the London branch by the Bank in Israel when the branch was originally set up, in addition to profits (losses) that were recorded by the branch up to the balance-sheet date, including adjustments in respect of presentation of securities available for sale, at their fair value.

Note:The data shown above are data as included in the financial statements of the branch, after adjustment to the accounting principles applied by the Bank.

Bank Hapoalim - London Branch


(CHF millions)


2011 2010

Assets


Securities 691 1,010



Other assets 94 60




Deposits from banks 144 110

Debentures - 90


Shareholders' equity 374 365

Total liabilities and equity 3,167 2,891


2011 2010


Provision for credit losses 1 -





Provision for taxes 3 5

Net profit 13 28

Note:The data shown above are data as included in the financial statements of Bank Hapoalim Switzerland, after adjustment to the accounting principles applied by the Bank.

Bank Hapoalim (Switzerland) Ltd.


(TRY millions)

Condensed Consolidated Balance Sheet as at December 31

2011 2010

Assets


Securities 226 162



Other assets 118 88



Deposits from the public 136 171

Deposits from banks 1,269 845

Debentures 102 153

Securities which were sold under agreements to repurchase 79 20


Shareholders' equity 405 413

Total liabilities and equity 2,043 1,677

Condensed Consolidated Statement of Profit and Loss for the year ended December 31

2011 2010


Provision for credit losses 3 13




Operating profit (loss) before taxes (9) 9

Provision for taxes (Tax benefit) (2) 7

Net profit (loss) (7) 2

* Exchange rate as at December 31, 2011: NIS 1.989 per 1 TRY (December 31,2010: NIS 2.296 per 1 TRY).

Note:The data shown above are data as included in the financial statements of of Bank Pozitif, after adjustment to the accounting principles applied by the Bank.

Bank Pozitif Kredi Ve Kalkinma Bankasi a.s.

Documents

2011 - Bank Hapoalim