Preview | Underwriting Agreement |

The Government of Israel on behalf of the State of Israel (Israel) proposes to sell to the entities listed on Schedule I hereto (the Underwriters), for whom you (the Representatives) are acting as representatives, $1,000,000,000 principal amount of its 5.50% Bonds due November 9, 2016 (the Offered Securities) pursuant to the provisions of a Fiscal Agency Agreement dated as of March 13, 2000, as amended by Amendment No. 1 to Fiscal Agency Agreement dated as of February 24, 2004 (the Fiscal Agency Agreement), between Israel and Citibank, N.A., as fiscal agent (the Fiscal Agent).

2004 Registration Statement means the registration statement filed with the Commission on February 12, 2004 (Registration Statement File No. 333-112271), which 2004 Registration Statement was declared effective by the Commission on February 18, 2004. In the event any post-effective amendment to the 2004 Registration Statement becomes effective prior to the Closing Date (as hereinafter defined), the term 2004 Registration Statement shall also mean such registration statement as so amended.

Statement, as such prospectus is amended or supplemented to the date of this Agreement, but excluding any amendments or supplements related solely to an offering of a series of debt securities other than the Offered Securities.

Commission means the Securities and Exchange Commission.

Effective Date shall mean each date that the Registration Statement and any post-effective amendment or amendments thereto became or becomes effective.

Execution Time shall mean the date and time that this Agreement is executed and delivered by the parties hereto.

free writing prospectus has the meaning set forth in Rule 405.

issuer free writing prospectus has the meaning set forth in Rule 433.

preliminary prospectus means any preliminary form of the Prospectus used in connection with the offering of the Offered Securities that omits Rule 430A Information, including, without limitation, the Basic Prospectus and any preliminary prospectus supplement.

Prospectus means the Basic Prospectus together with the prospectus supplement.

prospectus supplement means the final prospectus supplement filed with the Commission pursuant to Rule 424, specifically relating to the Offered Securities.

Registration Statement shall mean the 2004 Registration Statement. Such term shall include any Rule 430A Information deemed to be included in the Registration Statement at the Effective Date as provided by Rule 430A.

Release means Release No. 33-6424 under the Act relating to delayed offerings by foreign governments or political subdivisions thereof.

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