Leumi Intl Invs. - Compensation for Officers

RNS Number:1242R
Leumi International Investments NV
31 March 2008

BANK LEUMI LE-ISRAEL B.M.

(GUARANTOR - GUARANTEED EURO MEDIUM TERM NOTE

PROGRAMME OF LEUMI INTERNATIONAL INVESTMENTS N.V.)

Translation of Immediate Report

Bank Leumi le-Israel B.M.

Registration No. 520018078

Securities of the Corporation are listed on The Tel Aviv Stock Exchange

Abbreviated Name: Leumi

Leumi House, 34 Yehuda Halevi Street, Tel Aviv 65546

Phone: + 972 3 5148111, + 972 3 5149419; Facsimile: + 972 3 5149732

Electronic Mail: jennifer@bll.co.il

31 March 2008

To: Israel Securities Authority (www.isa.gov.il)
The Tel Aviv Stock Exchange (www.tase.co.il)

Immediate Report regarding an Event or Matter falling outside the Ordinary
Course of Business of the Corporation

Pursuant to Regulation 36(a) of the Securities (Periodic and Immediate Reports)
Regulations, 1970

Nature of the Event: Compensation of Senior Officers

Bank Leumi le-Israel B.M. (the "Bank") hereby announces:

On 30 March 2008, following the approval of the Audit Committee, the Board of
Directors of the Bank approved, as detailed below, compensation in respect of
2007 for: Mr. Eitan Raff, Chairman of the Board of Directors (subject to the
approval of the General Meeting), Mrs. Galia Maor, President and Chief Executive
Officer, Mr. Zeev Nahari, Senior Deputy Chief Executive Officer, all the other
members of the Management of the Bank and the Chief Internal Auditor (the
"Bonuses to the Chairman of the Board of Directors and the Management").

Pursuant to the Directive of the Israel Securities Authority regarding
disclosure relating to the approval of compensation of senior officers, the
following details are provided by the Bank:

1. Payment of the Bonuses to the Chairman of the Board of Directors and the
Management was discussed at a number of meetings of the Compensation Committee
of the Board of Directors, and a number of meetings of the Administration
Committee of the Board of Directors, was discussed and approved by the Audit
Committee of the Board of Directors on 30 March 2008, and following discussions
held by the Board of Directors of the Bank on 26 February 2008 and 17 March
2008, was approved by the Board of Directors on 30 March 2008. Payment of the
bonus to the Chairman of the Board of Directors is subject to the approval of
the General Meeting of the Bank.

2. The financial results of the Bank for 2007 were presented to the said organs
of the Bank, together with comparisons with recent years and comparisons with
available financial results of other banks in the system. In addition, financial
data was presented regarding the terms of employment and bonuses paid to the
Chairman of the Board of Directors, the President and Chief Executive Officer
and the Management of the Bank in previous years, as well as data, to the extent
that it had been published to the public, regarding bonuses, salary and benefits
granted to the chairmen of the boards of directors, the chief executive officers
and the members of the management of other banks, other companies in the Israeli
capital market, and other relevant companies in the Israeli economy. In
addition, evaluations were presented regarding the achievements of each of the
senior officers in 2007, and their achievement of the strategic goals set in the
annual business plan.

3. Amounts of the Bonuses Approved in respect of 2007:

3.1 Chairman of the Board of Directors

Following consideration and discussions by the Audit Committee and the Board of
Directors regarding the annual bonus of the Chairman of the Board of Directors,
after consideration, inter alia, of the background material presented to them,
and of the recommendations of the Compensation Committee and the Administration
Committee of the Bank, and having received a report on the position of the
Shares Committee of the Bank, the Audit Committee and thereafter the Board of
Directors resolved to approve an annual bonus for the Chairman of the Board of
Directors in the amount of NIS 4 million.

3.2 President and Chief Executive Officer

Following consideration and discussions by the Audit Committee and the Board of
Directors regarding the annual bonus of the President and Chief Executive
Officer, after consideration, inter alia, of the background material presented
to them, and of the recommendations of the Compensation Committee and the
Administration Committee of the Bank, the Audit Committee and thereafter the
Board of Directors resolved to approve an annual bonus for the President and
Chief Executive Officer in the amount of NIS 6 million.

3.3 Senior Deputy Chief Executive Officer

Following consideration and discussions by the Audit Committee and the Board of
Directors regarding the annual bonus of the Senior Deputy Chief Executive
Officer, after consideration, inter alia, of the background material presented
to them, and of the recommendations of the Compensation Committee and the
Administration Committee of the Bank, as well as the recommendation of the
President and Chief Executive Officer, the Audit Committee and thereafter the
Board of Directors resolved to approve an annual bonus for the Senior Deputy
Chief Executive Officer in the amount of NIS 3.5 million.

3.4. Members of the Management of the Bank

Following consideration and discussions by the Audit Committee and the Board of
Directors regarding the annual bonus of the members of the Management, after
consideration, inter alia, of the background material presented to them, and of
the recommendations of the Compensation Committee and the Administration
Committee of the Bank, as well as the recommendation of the President and Chief
Executive Officer, the Audit Committee and thereafter the Board of Directors
resolved to approve an annual bonus for 11 senior officers of the Bank
(including the Chief Internal Auditor and two senior officers who resigned from
the Bank in 2007), in the aggregate amount of NIS 15,425 thousand.

4. The Rationale for Granting the Bonuses

The considerations forming the basis for the resolutions of the Audit Committee
and the Board of Directors regarding the granting of the Bonuses to the Chairman
of the Board of Directors and the Management in respect of 2007 and the
determination of their levels, included:

4.1 2007 was a special year during which the senior officers led the Bank to
outstanding achievements, and to the best results out of the five largest banks
in the system(1), and made the Bank the most profitable bank in the system.

Net operating profit increased from some NIS 1.454 billion in 2006 to some NIS
2.984 billion in 2007 - the year in which the Bank achieved the highest net
operating profit in its history. Net return of net operating profit on
shareholders' equity rose from 8.3% in 2006 to 15.4% in 2007.

4.2 The outstanding results in 2007 were achieved, inter alia, by implementation
of the strategic business plan of the Bank, new planning by the Bank in light of
the implementation of the reform in the capital market, improving the quality of
the credit portfolio while reducing the rate of provisions, reducing the volume
of problem loans and determining responsible business policies, while exercising
caution with regard to investments in financial products involving high risk.

4.3 The need to maintain stability in the Bank's Senior Management, against the
background of the recent resignations of senior officers, and especially with
regard to the privatization of the Bank.

4.4 The fact that the Bank has no option program for Senior Management. It
should be noted that the Bank has an option program for all its employees,
including Senior Management, but no Senior Management option program exists, as
is the norm at other banks and other large financial institutions.

4.5 Further, the determination of the compensation level for senior officers of
the Bank is carried out against the background of accepted compensation levels
for senior officers in corresponding positions in the banking system and other
large financial institutions.

4.6 Determination of the compensation level was carried out while taking into
account general public considerations.

The Audit Committee and Board of Directors are satisfied that the compensation
approved by them for the Chairman of the Board of Directors and the Management
in respect of 2007, is appropriate and reasonable considering the circumstances
and compared with the banking system as a whole.

5. None of the Chairman of the Board of Directors, the President and Chief
Executive Officer, the Senior Deputy Chief Executive Officer and/or any of the
other members of the Management or the Chief Internal Auditor was present at the
approval of the resolutions by the Compensation Committee, the Administration
Committee, the Audit Committee and the Board of Directors.

--------------------------
(1) According to publicly available data.

Date and time at which the corporation first became aware of the event or
matter:
30 March 2008 at 19:55.
________________________________________________________________
Name of Electronic Reporter: Jennifer Janes, Position: Executive Vice President,
Group Secretary
POB 2 Tel Aviv 61000, Phone: + 972 3 5149419, Facsimile: + 972 3 5149732,
Electronic Mail: jennifer@bll.co.il

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The company news service from the London Stock Exchange

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