January 29, 2008 The Securities Authority 22 Kanfei Nesharim St. Jerusalem 95164 Through MAGNA The Tel Aviv Stock Exchange Ltd 54 Ahad Haam St. Tel Aviv 65202 Through MAGNA Re: Embedded Value of The Phoenix Insurance Company Ltd The Company hereby gives notice as follows: Clarification regarding forward-looking information: Circular 2007-01-11 of the Supervisor of Insurance states: "It is clarified that the embedded value is forward-looking information, as defined in section 32A(a) of the Securities Law, 5728-1968 (hereinafter – the Securities Law), and that liability under sections 31 and 32 of the Securities Law and under section 42A of the Control Law which applies Chapter E of the Securities Law, mutatis mutandis, shall not apply thereto owing to the fact that it was not realized, wholly or partly, or it was realized in a different manner than foreseen." 1. Circular No. 2007-01-11 of the Supervisor of Insurance from August 12, 2007 requires insurance companies to publish, every year, together with the financial statements for the year's first quarter, information concerning the embedded value ("EV") of long-term insurance policies (life insurance and health insurance). Accordingly, The Phoenix Insurance Company Ltd, a subsidiary of the Company (hereinafter: "Phoenix Insurance") is expected to publish, by the end of May 2008, the embedded value of Phoenix Insurance as of December 31, 2007. In addition, the circular specifies that by December 31, 2007 the insurance companies must submit to the Supervisor of Insurance information concerning the embedded value as of December 31, 2006. Phoenix Insurance submitted to the Supervisor of Insurance such a report concerning the embedded value of its long-term life and health insurance policies as of December 31, 2006 (hereinafter: the "EV Report"). The EV Report was submitted in accordance with the circular and prepared in conformity with the rules and principles set out in the report of the Committee on Publication of the Embedded Value (hereinafter: the "Committee's Report")1. The EV Report as of December 31, 2006 was prepared solely for the purpose of reporting to the Supervisor and is not audited. Phoenix Insurance will be publishing the embedded value as of December 31, 2007 in accordance with the Supervisor's aforesaid circular. A copy of the Committee's Report can be found on the website of the Ministry of Finance – Capital Market, Insurance and Savings Division (www.mof.gov.il). 1 2. The embedded value is an estimate of the value of the life and health insurance portfolio 2. The embedded value is basically calculated using actuarial methods for the capitalization of future earnings. The embedded value consists of two components: (a) "value of the portfolio in force" – capitalization of the anticipated flow of future earnings from the existing portfolio, less the cost of the required capital; (b) "adjusted equity" – the equity of Phoenix Insurance after adjustments for consistency with the value of the portfolio in force. It is emphasized that the embedded value does not include the value of non-life (elementary) insurance business, including the personal accident, overseas travel and foreign workers lines, other areas of activity of Phoenix Insurance and companies controlled by it, including pension funds, and the ability to generate business in the future (goodwill). It is further emphasized that the embedded value does not take into account capital surpluses held by the Company (The Phoenix Holdings Ltd) and invested in other activities and businesses, such as: Excellence Investments Ltd and Mehadrin Ltd. It is thus understood that the embedded value does not reflect the market value or the economic value of Phoenix Insurance, and certainly not the total market value or economic value of the Company (The Phoenix Holdings Ltd). 3. According to the EV Report, the embedded value (EV) as of December 31, 2006 is NIS 3,959 million (of which NIS 742 million represents equity adjusted for consistency with the value of the portfolio in force3, and NIS 3,270 million represents the present value of future earnings less tax and after deduction of the cost of required capital in the amount of NIS 53 million. The "value of new business" ("VNB") of policies that were sold in 2006 was estimated in the EV Report at NIS 101 million4. The "value of new business" reflects an estimate of the contribution to the embedded value of life and health policies that were sold and collective policies that were renewed in the course of 2006. 4. As stated, the embedded value was calculated according to the methodology established in the Committee's Report. The assumptions used in the model are "best estimate assumptions," i.e. without conservatism coefficients. The model does not include the value of future sales, but the calculation assumes the continuation of business activity; general and administrative expenses were calculated based on the results of a costing model prepared at Phoenix Insurance in regard to its expenses, including the allocation of expenses to the different lines (life insurance, health insurance, etc.) and the loading of the 2 The business lines included in the EV calculation are: (a) personal policies in the life and health insurance portfolio in force as of December 31, 2006; (b) collective policies in the life and health insurance portfolio in force as of December 31, 2006. In accordance with the rules and guidelines in the Committee's Report, the earnings of these collective policies were estimated only up to the policies' next renewal date. 3 It is clarified that the equity of The Phoenix Insurance Company Ltd as of December 31, 2006, before its adjustment as stated, is NIS 1,105 million. 4 The VNB before the cost of required capital is NIS 106 million, the cost of required capital in respect of the VNB having been estimated at NIS 5 million. expenses onto various activities (production, management, investments, etc.); the demographic assumptions included in the calculation were derived from internal studies of Phoenix Insurance and conclusions based on the exercise of professional judgment relying on relevant experience and also taking into account information from external sources, such as reinsurers. The model employs a financing technique called "certainty equivalent," in which the cash flows are adjusted to their inherent market risks, and they are therefore capitalized at riskfree interest. This risk-free interest is also used to estimate the anticipated yield on investments. The future yield and the capitalization interest in real terms (beyond inflation) were determined based on the yield curve of index-linked risk-free interest as of the end of 2006. Regarding the effect of this interest see section 6 below. 5. As stated, in the calculation of the embedded value according to the rules and guidelines in the Committee's Report "best estimate assumptions" were applied, i.e. – assumptions based on a projection of existing experience on the date of preparation of the report with respect to the embedded value to the long-term future. The actual results could differ from those that were estimated. Deviations from the parameters and the assumptions used to forecast the embedded value could materially affect the result. These parameters include, inter alia: economic factors (e.g. – capitalization interest, yields), demographic factors (e.g. – changes in mortality and morbidity), relevant legislation, taxation, and changes in the business environment in which Phoenix Insurance operates. Future results that deviate from the estimates made on the basis of "best estimate assumptions" are natural and can be expected to occur even if there has been no change in Phoenix Insurance's operating environment. Hence, it is to be expected that the actual results in every year will differ from those forecast by the EV model, even if only because of normal random fluctuations. It is further emphasized that the calculation of the embedded value does not include the effect of future events – including the expected entry of the banks into the pension consulting business – whose effect on the business results and on the embedded value Phoenix Insurance is unable to evaluate on the date of the report. The calculation also does not take into account subjects that have still not been anchored in binding legal rules, such as broadening of the possibilities of moving pension savings between different types of pension programs as well as between similar programs, new capital requirements that may be imposed on the insurance companies or any other scenario which is not certain to be realized. It is emphasized that the yield curve of index-linked risk-free interest published as of the end of 2007 differs from the one used in the aforesaid calculation. This curve will be applied in the calculation of the embedded value as of December 31, 2007. 6. As of the date of this report, Phoenix Insurance is still examining various issues and certain assumptions that served as a basis for the EV calculation. Thus, in the opinion of Phoenix Insurance, there may be changes in the assumptions following the completion of the studies which it is carrying out. In light of the above, below are sensitivity tests that examine the sensitivity of the results of the calculation to changes in various parameters. It is clarified that the sensitivity tests do not encompass all the changes that could occur in various assumptions, which have still not been taken into account, and no conclusions should be drawn from the sensitivity analysis regarding the company's assessment of a possible effect of regulatory changes that have still not been given binding effect. Change in EV NIS mil. Change in VNB % NIS mil. % Basic result 3,959 101 0.5% reduction in risk-free interest rates in the calculation of the value of the portfolio in force, without a corresponding reduction in interest in respect of the company's assets and reserves (140) (3.5) 1 1.1 10% increase in general and administrative expenses (89) (2.2) (9) (8.5) 10% relative increase in the rate of cancellations (including redemptions and settlements) (146) (3.7) (14) (14.3) 10% relative increase in mortality rates of insured (excluding pension recipients) (75) (1.9) (7) (7.1) 10% relative increase in morbidity rates (rates of claims in respect of health, long-term care and work disability products) (162) (4.1) (16) (16.3) Sincerely yours, The Phoenix Holdings Ltd The above is a freely rendered translation. The formal and binding wording is the wording of the Immediate Report in Hebrew as issued by the Company.