UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 SCHEDULE 13D/A
                                 Amendment No. 2

                    Under the Securities Exchange Act of 1934

                          FORMULA SYSTEMS (1985) LTD.
                          ---------------------------
                                (Name of Issuer)

             Ordinary Shares, NIS 1.00 nominal par value per share
             -----------------------------------------------------
                         (Title of Class of Securities)

                                   346414-10-5
                                   -----------
                                 (CUSIP Number)

                               Steven J. Glusband
                          Carter Ledyard & Milburn LLP
                     2 Wall Street, New York, New York 10005
                                 (212) 732-3200
            --------------------------------------------------------
            (Name, Address and Telephone Number of Person Authorized
                     to Receive Notices and Communications)

                                February 3, 2009
             -------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ]

Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7 for other
parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).






CUSIP No.  346414-10-5


1   NAME OF REPORTING PERSON: Menora Mivtachim Holdings Ltd.
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):  Not applicable.

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:                  (a)   [X]
                                                                       (b)   [ ]

3   SEC USE ONLY

4   SOURCE OF FUNDS: OO*

5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
    PURSUANT TO ITEMS 2(d) or 2(e):                                          [ ]

6   CITIZENSHIP OR PLACE OF ORGANIZATION: Israel

NUMBER OF      7     SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY   8     SHARED VOTING POWER: 1,141,360 Ordinary Shares **
OWNED BY
EACH           9     SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH    10    SHARED DISPOSITIVE POWER:  1,141,360 Ordinary Shares **

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                                                    1,141,360 Ordinary Shares **

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    [ ]

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):8.64%***

14  TYPE OF REPORTING PERSON:  HC

*    The  source of the  funds  used for the  purchase  of the  shares  were the
     investment  accounts of Menora Mivtachim  Insurance Ltd.,  Menora Mivtachim
     Pensions Ltd.,  Menora Mivtachim Finance Ltd., Menora Mivtachim Gemel Ltd.,
     and Menora Mivtachim Mutual Funds Ltd.

**   See Item 5.

***  Based on 13,200,000  ordinary  shares issued and outstanding as of June 30,
     2008, as reported in the Issuer's  Annual  Report on Form 20-F,  filed with
     the Securities and Exchange Commission on June 30, 2008.


                                       2




CUSIP No.  346414-10-5

1   NAME OF REPORTING PERSON: Menora Mivtachim Insurance Ltd.
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):  Not applicable.

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:                  (a)   [X]
                                                                       (b)   [ ]

3   SEC USE ONLY

4   SOURCE OF FUNDS: OO*

5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
    PURSUANT TO ITEMS 2(d) or 2(e):                                          [ ]

6   CITIZENSHIP OR PLACE OF ORGANIZATION: Israel

NUMBER OF      7     SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY   8     SHARED VOTING POWER: 1,041,571 Ordinary Shares **
OWNED BY
EACH           9     SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH    10    SHARED DISPOSITIVE POWER:  1,041,571 Ordinary Shares **


11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
                                                    1,041,571 Ordinary Shares **

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    [ ]

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 7.89%***

14  TYPE OF REPORTING PERSON: IC

*    The  source of the  funds  used for the  purchase  of the  shares  were the
     investment  accounts of Menora Mivtachim  Insurance Ltd.,  Menora Mivtachim
     Pensions Ltd.,  Menora Mivtachim Finance Ltd., Menora Mivtachim Gemel Ltd.,
     and Menora Mivtachim Mutual Funds Ltd.

**   See Item 5.

***  Based on 13,200,000  ordinary  shares issued and outstanding as of June 30,
     2008, as reported in the Issuer's  Annual  Report on Form 20-F,  filed with
     the Securities and Exchange Commission on June 30, 2008.


                                       3




CUSIP No.  346414-10-5


1   NAME OF REPORTING PERSON: Menora Mivtachim Pensions Ltd.
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):  Not applicable.

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:                  (a)   [X]
                                                                       (b)   [ ]

3   SEC USE ONLY

4   SOURCE OF FUNDS: OO*

5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
    PURSUANT TO ITEMS 2(d) or 2(e):                                          [ ]

6   CITIZENSHIP OR PLACE OF ORGANIZATION: Israel

NUMBER OF      7     SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY   8     SHARED VOTING POWER: 546,541 Ordinary Shares **
OWNED BY
EACH           9     SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH    10    SHARED DISPOSITIVE POWER:  546,541 Ordinary Shares **


11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
                                                      546,541 Ordinary Shares **

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    [ ]

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 4.14%***

14  TYPE OF REPORTING PERSON:  EP

*    The  source of the  funds  used for the  purchase  of the  shares  were the
     investment  accounts of Menora Mivtachim  Insurance Ltd.,  Menora Mivtachim
     Pensions Ltd.,  Menora Mivtachim Finance Ltd., Menora Mivtachim Gemel Ltd.,
     and Menora Mivtachim Mutual Funds Ltd.

**   See Item 5.

***  Based on 13,200,000  ordinary  shares issued and outstanding as of June 30,
     2008, as reported in the Issuer's  Annual  Report on Form 20-F,  filed with
     the Securities and Exchange Commission on June 30, 2008.




                                       4




CUSIP No.  346414-10-5

1   NAME OF REPORTING PERSON: Menora Mivtachim Finance Ltd.
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):  Not applicable.

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:                  (a)   [X]
                                                                       (b)   [ ]

3   SEC USE ONLY

4   SOURCE OF FUNDS: OO*

5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
    PURSUANT TO ITEMS 2(d) or 2(e):                                          [ ]

6   CITIZENSHIP OR PLACE OF ORGANIZATION: Israel

NUMBER OF      7     SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY   8     SHARED VOTING POWER: 99,789 Ordinary Shares **
OWNED BY
EACH           9     SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH    10    SHARED DISPOSITIVE POWER: 99,789 Ordinary Shares **

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
                                                       99,789 Ordinary Shares **

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    [ ]

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.75%***

14  TYPE OF REPORTING PERSON:  HC

*    The  source of the  funds  used for the  purchase  of the  shares  were the
     investment  accounts of Menora Mivtachim  Insurance Ltd.,  Menora Mivtachim
     Pensions Ltd.,  Menora Mivtachim Finance Ltd., Menora Mivtachim Gemel Ltd.,
     and Menora Mivtachim Mutual Funds Ltd.

**   See Item 5.

***  Based on 13,200,000  ordinary  shares issued and outstanding as of June 30,
     2008, as reported in the Issuer's  Annual  Report on Form 20-F,  filed with
     the Securities and Exchange Commission on June 30, 2008.






                                       5




CUSIP No.  346414-10-5

1   NAME OF REPORTING PERSON: Menora Mivtachim Gemel Ltd.
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable.

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:                  (a)   [X]
                                                                       (b)   [ ]

3   SEC USE ONLY

4   SOURCE OF FUNDS: OO*

5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
    PURSUANT TO ITEMS 2(d) or 2(e):                                          [ ]

6   CITIZENSHIP OR PLACE OF ORGANIZATION: Israel

NUMBER OF      7     SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY    8     SHARED VOTING POWER: 88,900 Ordinary Shares **
OWNED BY
EACH            9     SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH     10    SHARED DISPOSITIVE POWER: 88,900 Ordinary Shares **


11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
                                                       88,900 Ordinary Shares **

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    [ ]

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.67%***

14  TYPE OF REPORTING PERSON:  EP

*    The  source of the  funds  used for the  purchase  of the  shares  were the
     investment  accounts of Menora Mivtachim  Insurance Ltd.,  Menora Mivtachim
     Pensions Ltd.,  Menora Mivtachim Finance Ltd., Menora Mivtachim Gemel Ltd.,
     and Menora Mivtachim Mutual Funds Ltd.

**   See Item 5.

***  Based on 13,200,000  ordinary  shares issued and outstanding as of June 30,
     2008, as reported in the Issuer's  Annual  Report on Form 20-F,  filed with
     the Securities and Exchange Commission on June 30, 2008.





                                       6





CUSIP No.  346414-10-5

1   NAME OF REPORTING PERSON: Menora Mivtachim Mutual Funds Ltd.
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):  Not applicable.

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:                  (a)   [X]
                                                                       (b)   [ ]

3   SEC USE ONLY

4   SOURCE OF FUNDS: OO*

5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
    PURSUANT TO ITEMS 2(d) or 2(e):                                          [ ]

6   CITIZENSHIP OR PLACE OF ORGANIZATION: Israel

NUMBER OF      7     SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY   8     SHARED VOTING POWER: 4,032 Ordinary Shares **
OWNED BY
EACH           9     SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH    10    SHARED DISPOSITIVE POWER: 4,032 Ordinary Shares **

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
                                                        4,032 Ordinary Shares **

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    [ ]

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.03%***

14  TYPE OF REPORTING PERSON:  EP

*    The  source of the  funds  used for the  purchase  of the  shares  were the
     investment  accounts of Menora Mivtachim  Insurance Ltd.,  Menora Mivtachim
     Pensions Ltd.,  Menora Mivtachim Finance Ltd., Menora Mivtachim Gemel Ltd.,
     and Menora Mivtachim Mutual Funds Ltd.

**   See Item 5.

***  Based on 13,200,000  ordinary  shares issued and outstanding as of June 30,
     2008, as reported in the Issuer's  Annual  Report on From 20-F,  filed with
     the Securities and Exchange Commission on June 30, 2008.


7





Item 1. Security and Issuer.
        --------------------

         This Amendment No. 2 to the Statement on Schedule 13D filed on
September 27, 2006 relates to the ordinary shares, nominal par value NIS 1.00
per share (the "Ordinary Shares"), of Formula Systems (1985) Ltd. (the
"Issuer"), an Israeli company whose principal executive offices are located at 3
Abba Eban Boulevard, Herzlia 46725, Israel.

Item 2. Identity and Background.
        ------------------------

This Statement is being filed by Menora Mivtachim Holdings Ltd. ("Menora
Holdings"), Menora Mivtachim Insurance Ltd. ("Menora Insurance"), Menora
Mivtachim Finance Ltd. ("Menora Finance"), Menora Mivtachim Pensions Ltd.
("Mivtachim Pensions"), Menora Mivtachim Gemel Ltd. ("Menora Gemel") and Menora
Mivtachim Mutual Funds Ltd. ("Menora Mutual Funds").

         Menora Holdings is a holding company incorporated under the laws of the
State of Israel whose shares are traded on the Tel Aviv Stock Exchange. 61.9% of
Menora Holding's outstanding shares and are held, directly and indirectly, by
Mr. Menahem Gurevitch and 38.1% of the outstanding shares of Menora Holdings are
held by the public. The address of Menora Holdings' principal office is Menora
House, 115 Allenby Street, Tel Aviv, Israel 61008.

         Menora Insurance is a company incorporated under the laws of the State
of Israel. 100.0% of Menora Insurance's outstanding shares are held by Menora
Holdings. Menora Insurance's principal business is insurance. The address of
Menora Insurance's principal office is Menora House, 115 Allenby Street, Tel
Aviv, Israel 61008.

         Menora Finance is a holding company incorporated under the laws of the
State of Israel. 100% of Menora Finance's outstanding shares are held by Menora
Holdings. The address of Menora Finance's principal office is Menora House, 115
Allenby Street, Tel Aviv, Israel 61008.

         Mivtachim Pensions is a pension fund established in accordance with the
laws of the State of Israel. 100% of Mivtachim Pensions' outstanding shares are
held by Menora Insurance. The address of Mivtachim Pensions' principal office is
Shaa'r Hair Tower, 7 Jabotinsky Street, Ramat Gan, Israel, 52136.

         Menora Gemel is a company incorporated under the laws of the State of
Israel. 100% of Menora Gemel's outstanding shares are held by Menora Finance.
Menora Gemel's principal business is the management of provident funds. The
address Menora Gemel's principal office is Menora House, 115 Allenby Street, Tel
Aviv, Israel 61008.

         Menora Mutual Funds is a company incorporated under the laws of the
State of Israel. 100% of Menora Mutual Funds' outstanding shares are held by
Menora Finance. Menora Mutual Funds' principal business is the management of
mutual funds. The address of Menora Mutual Funds' principal office is Menora
House, 115 Allenby Street, Tel Aviv, Israel 61008.


                                        8






         During the last five years, none of Menora Holdings, Menora Insurance,
Menora Finance, Mivtachim Pensions, Menora Gemel, and Menora Mutual Funds or,
any of the directors and executive officers of the respective corporations
listed on Schedule 1 hereto, has been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors), or has been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which proceeding it, he or she was or is subject to a judgment,
decree or final order either enjoining future violations of, or prohibiting or
mandating activities subject to, United States federal or state securities laws,
or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.
        --------------------------------------------------

         Over the past few years, Menora Insurance, Mivtachim Pensions, Menora
Gemel and Menora Mutual Funds have purchased an aggregate of 1,141,360 Ordinary
Shares of the Issuer in a series of transactions.

         The source of the funds used for the purchase of the Issuer's shares
were the investment accounts of Menora Insurance Ltd., Mivtachim Pensions Ltd.,
Menora Gemel Ltd. and Menora Mutual Funds Ltd.

Item 4. Purpose of Transaction.
        -----------------------

         The 1,141,360 Ordinary Shares purchased by Menora Insurance, Mivtachim
Pensions, Menora Finance, Menora Gemel and Menora Mutual Funds were purchased
for portfolio investment purposes.

         Menora Holdings, Menora Insurance, Mivtachim Pensions, Menora Finance,
Menora Gemel and Menora Mutual Funds currently do not have any plan or proposal,
which relates to or would result in:

          (a) the  acquisition  by any person of  additional  securities  of the
     Issuer, or the disposition of securities of the Issuer;

          (b)  an  extraordinary  corporate  transaction,   such  as  a  merger,
     reorganization,  or  liquidation,  involving  the  Issuer  or  any  of  its
     subsidiaries;

          (c) a sale or  transfer  of a  material  amount  of the  assets of the
     Issuer or any of its subsidiaries;

          (d) any change in the present  board of directors or management of the
     Issuer,  including  any plan or  proposal  to change  the number or term of
     directors or to fill any existing vacancies on the board;

          (e) any  material  change in the  present  capitalization  or dividend
     policy of the Issuer;

          (f) any other  material  change in the Issuer's  business or corporate
     structure;


                                        9




          (g) changes in the Issuer's  charter or by-laws or other actions which
     may impede the acquisition of control of the Issuer by any person;

          (h) a class of securities of the Issuer being delisted from a national
     securities  exchange  or  ceasing  to  be  authorized  to be  quoted  in an
     inter-dealer   quotation  system  of  a  registered   national   securities
     association;

          (i) a class of equity  securities of the Issuer becoming  eligible for
     termination of registration  pursuant to Section 12(g)(4) of the Securities
     Exchange Act of 1934; or

          (j) any action similar to any of those enumerated above.

Item 5. Interest in Securities of the Issuer.
        -------------------------------------

         (a) The 1,141,360 Ordinary Shares reported in this Statement as
beneficially owned by Menora Holdings, Menora Insurance, Mivtachim Pensions,
Menora Finance, Menora Gemel and Menora Mutual Funds are held for members of the
public through, among others, provident funds, mutual funds, pension funds and
insurance policies, which are managed by Menora Insurance, Mivtachim Pensions,
Menora Finance, Menora Gemel and Menora Mutual Funds, all of which are
subsidiaries of Menora Holdings, each of which operates under independent
management and makes independent voting and investment decisions.

         Consequently, this Statement should not be construed as an admission by
Menora Holdings, Menora Insurance, Mivtachim Pensions, Menora Finance, Menora
Gemel and Menora Mutual Funds that any of them is the beneficial owner of any of
the 1,141,360 Ordinary Shares covered by this Statement.

         (b) Menora Holdings and Menora Insurance have shared power to vote or
direct the vote and the shared power to dispose or direct the disposition of the
1,041,571 Ordinary Shares held by Menora Insurance.

         Menora Holdings, Menora Insurance and Mivtachim Pensions have shared
power to vote or direct the vote and the shared power to dispose or direct the
disposition of the 546,541 Ordinary Shares held by Mivtachim Pensions.

         Menora Holdings and Menora Finance have shared power to vote or direct
the vote and the shared power to dispose or direct the disposition of the 99,789
Ordinary Shares held by Menora Finance.

         Menora Holdings, Menora Finance and Menora Gemel have shared power to
vote or direct the vote and the shared power to dispose or direct the
disposition of the 88,900 Ordinary Shares held by Menora Gemel.

         Menora Holdings, Menora Finance and Menora Mutual Funds have shared
power to vote or direct the vote and the shared power to dispose or direct the
disposition of the 4,032 Ordinary Shares held by Menora Mutual Funds.

         (c) The following table sets forth all the transactions in the Ordinary
Shares effected by Menora Insurance, Mivtachim Pensions, Menora Gemel and Menora
Mutual



                                       10






Funds during the past sixty days. All such transactions were open market
purchases effected on the New York Stock Exchange, Inc.


    Date of Purchase (Sales) by      Number of Ordinary
        Mivtachim Pensions         Shares Purchased (Sold)      Price Per Share*
        ------------------         -----------------------      ----------------
          Feb 2, 2009                      3,153                      $4.02
          Feb 3, 2009                      4,321                      $4.07
          Feb 4, 2009                      6,783                      $4.23
          Feb 8, 2009                      4,678                      $4.47
          Feb 15, 2009                     5,421                      $4.55
          Feb 25, 2009                     5,933                      $3.98
          Mar 02, 2009                     1,763                      $3.98



     Date of Purchase (Sales) by      Number of Ordinary
        Menorah Mutual Funds        Shares Purchased (Sold)     Price Per Share*
        --------------------        -----------------------     ----------------
           Dec 15, 2008                    (557)                      $4.65
           Jan 4, 2009                      (285                      $7.69
           Jan 5, 2009                   (1,341)                      $7.31
           Jan11, 2009                       282                      $7.79
           Jan 13, 2009                      442                      $5.51
           Feb 22, 2009                    2,649                      $4.09
           Feb 24, 2009                    (953)                      $3.95

*The U.S. dollar price of shares purchased on the TASE is determined by dividing
the price of an ordinary share in New Israeli Shekels by the representative
exchange rate of the New Israeli Shekel against the U.S. dollar on the same
date. The prices does not include broker's commissions.

         Except for such transactions, Menorah Holdings, Menorah Insurance
Company, Menorah Finance, Mivtachim, Menorha Mivtachim and Menorha Mivtachim
Mutual have not effected any transactions in the Ordinary Shares since September
26, 2006.

         (d) No person other than Menorah Holdings, Menorah Insurance Company,
Menora Finance, Mivtachim, Menorah Mivtachim and Menorah Mivtachim Mutual have
the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the shares reported above in this Item 5.

         (e) Not applicable.



                                       11






Item 6. Contracts, Arrangements, Understandings or Relationships with
        Respect to Securities of the Issuer.
        ------------------------------------

         None.

Item 7. Material to be Filed as Exhibits.

         Exhibit 1 - Joint Filing Agreement*

         -----------
         *        Previously filed.


                                       12




                                    SIGNATURE


         After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.

         Date: March 19, 2009


                                     MENORA MIVTACHIM HOLDINGS LTD.

                                     By: /s/Ari Kalman  /s/Yoni Tal
                                         --------------------------
                                     Name: Ari Kalman,    Yoni Tal
                                     Title:   Deputy Managing Director, C.I.O

                                     MENORA MIVTACHIM INSURANCE LTD.

                                     By: /s/Ari Kalman  /s/Yoni Tal
                                         --------------------------
                                     Name: Ari Kalman, Yoni Tal
                                     Title:   C.E.O, C.I.O

                                     MENORA MIVTACHIM PENSIONS LTD.

                                     By: /s/ Yacov Rozen   /s/Rami Armon
                                         -------------------------------
                                     Name: Yacov Rozen, Rami Armon
                                     Title:  C.E.O,        C.I.O

                                     MENORA MIVTACHIM FINANCE LTD.

                                     By: /s/ Yehuda Ben Assayag  /s/Yoni Tal
                                         -----------------------------------
                                     Name: Yehuda Ben Assayag, Yoni Tal
                                     Title:   C.E.O, Director

                                     MENORA MIVTACHIM GEMEL LTD.

                                     By: /s/ Itai Yaakov /s/Yehuda Ben Assayag
                                     Name:  Itai Yaakov, Yehuda Ben Assayag
                                     Title:    C.E.O  , Director

                                     MENORA MIVTACHIM MUTUAL FUNDS LTD.

                                     By: /s/Ronen Avigdor /s/Avi Sternschuss
                                         -----------------------------------
                                     Name: Ronen Avigdor, Avi sternschuss
                                     Title:   C.E.O, Director


                                            13





                                                                      Schedule 1

                         List of Officers and Directors


Menora Holdings Ltd.

Name                                    Position
----                                    --------
Menahem Gurevitch                       Director and Chief Executive Officer
Ari Kalman                              Deputy Managing Director
Gedalia Doron                           Chairman of the Board of directors
Shlomo Milo                             Director
Jacob Segal                             Director
Bar Cochva Ben-Gera                     Director
Shmuel Schwartz                         Internal Auditor
Yoni Tal                                Chief Investment Officer
Shai Kompel                             Chief Financial Officer



Menora Mivtachim Insurance Ltd.

Name                                    Position
----                                    --------
Menahem Gurevitch                       Director and Chairman of the Board
Gedalia Doron                           Director
Shlomo Milo                             Director
Jacob Segal                             Director
Kviateck Uri                            Director
Ari Kalman                              Director and Chief Executive Officer
Eran Grifel                             Director
Bar Cochva Ben-Gera                     Director
Yoni Tal                                Deputy Managing Director
                                         and Investment Division Manager
Shai Kompel                             Deputy Managing Director
                                         and Accounting Division Manager
Menachem Harpaz                         Deputy Managing Director
                                         and Non-life Division Manager
Shmuel Schwartz                         Internal Auditor
Yehuda Grossman                         Information
                                         and Technology Division Manager
Dr. Avraham Levenglick                  Assistant General Manager
                                         and Chief Actuary
Gershon Gurevitch                       V.P Logistics and Properties
Gadi Ben - Hamo                         Assistant General Manager
                                         and North Division Manager
Yaron Dwek                              Deputy Managing Director
                                         and Life Insurance Division Manager
Ronen Kaufman                           Deputy Managing Director
                                         and Human Resources Division Manager



                                       14





Menora Mivtachim Pensions Ltd.

Name                                    Position
----                                    --------
Menahem Gurevitch                       Chairman of the Board of Directors
Ari Kalman                              Director
Shmuel Slavin                           Director
Haim Katz                               Director
Tzipi Samet                             Director
Eran Grifel                             Director
Yoram Belizovski                        Director
Gedalia Doron                           Director
Hezi Zaieg                              Director
Yacov Rozen                             Chief Executive Officer
Motti Dahan                             Chief Operation and Service Officer
Guy Krieger                             Legal Advisor and General Counsel
Yeshayahu Orzitzer                      Chief Actuary
Dudi Lydner                             Chief Product and Development Officer
Israel Ezra                             Chief Financial Officer
Eli Hillel                              Chief Audit Executive
Rami Armon                              Chief Investment Officer
Ronny Shilo                             Division Human Resources
                                         and Administrative Manager
Eyal Azmon                              Marketing Manager


Menora Mivtachim Finance Ltd.

Name                                    Position
----                                    --------
Ari Kalman                              Director and Chairman of the Board
Yoni Tal                                Director
Shai Kompel                             Director
Eran Grifel                             Director
Yacov Rozen                             Director
Yehuda Ben Assayag                      Chief Executive Officer



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Menora Mivtachim Gemel Ltd.

Name                                    Position
----                                    --------
Yehuda Ben Assayag                      Director and Chairman of the Board
Dudi Lydner                             Director
Yaron Dwek                              Director
Guy Iluz                                Director
Tzipi Samet                             Director
Hezi Zaieg                              Director
Yossi Gordon                            Director
Itai Yaakov                             Chief Executive Officer


Menora Mivtachim Mutual Funds Ltd.

Name                                    Position
----                                    --------
Avi Sternschuss                         Director and Chairman of the Board
Yehuda Ben Assayag                      Director
Rami Armon                              Director
Hayim Levi                              Director
Eitan Barak                             Director
Anat Bavitz                             Director
Ronen Avigdor                           Chief Executive Officer



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