Contents. 1 About Bank Leumi USA. 2 Financial Highlights. 3 Chairman s Letter. 4 Fifty Years in the U.S. 8 Business Segments. 12 Management Analysis

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2 Contents 1 About Bank Leumi USA 2 Financial Highlights 3 Chairman s Letter 4 Fifty Years in the U.S. 8 Business Segments 12 Management Analysis 16 Consolidated Statements of Financial Condition 17 Consolidated Statements of Income 19 Board of Directors and Management 22 Leumi Group Listing 24 Products and Services 25 Governance

3 1 About Bank Leumi USA Bank Leumi USA, operating in the U.S. for 50 years, is an FDIC-insured full-service commercial bank that provides financial services to middle- and upper-middle-market firms, international businesses, and notfor-profit organizations through offices in New York, Chicago, Beverly Hills, Los Angeles, Encino, Palo Alto, Miami, Aventura, Boca Raton and an offshore office in the Cayman Islands. The bank facilitates investments and trade between the U.S. and Israel. Bank Leumi USA offers U.S. and international private banking services, as well as a full range of securities and insurance products through its brokerage subsidiary, Leumi Investment Services Inc. Bank Leumi USA is the largest subsidiary of the Leumi Group, Israel s leading banking group, founded in 1902, with assets exceeding $54 billion. is recognized as a significant force in international finance. The Leumi Group serves clients around the world through more than 300 branches and offices in Israel, major world financial centers in 19 countries and a broad network of correspondent banks.

4 2 Financial Highlights (In thousands of dollars except per share data) Total Assets $5,347,011 $4,814,806 $4,105,298 Total Loans 2,289,097 1,971,222 1,774,875 Total Deposits 4,071,893 3,832,918 3,295,583 Shareholders Equity 373, , ,962 Earnings Before Tax 48,270 56,068 57,449 After Tax 30,892 34,762 35,621 Dividends per Common Share 1 $ 2.71 $ 2.32 $ Total dividends paid in 2003 were $15,009,364 and declared not paid were $20,055,616.

5 3 Chairman s Letter Dear Shareholders, Customers and Friends, The year 2003 was a busy one for Bank Leumi USA as we took steps that will enable us to take advantage of the expected economic recovery. We expanded our presence in South Florida with the opening of a branch in Aventura; we relocated our San Jose, California branch to a larger space in Palo Alto with additional staff; and we opened a new branch in downtown Los Angeles. We continued to add key personnel such as a Director of Wealth Management and an Entertainment Banking Lending team. We have embarked on an ambitious information technology plan to upgrade our systems. This work will allow us to achieve substantial improvements in client service delivery as well as management reporting and monitoring capabilities. We will be able to provide our customers with a state-of-the-art e-banking system that allows them not only to view their static account information, but to initiate and effect transactions in real time. We also look forward to an enhanced, competitive cash management system that will provide commercial customers with an Internet-based platform. Staff Changes This year saw some important changes in personnel. We wish the best of luck to John Nork, Head of Operations, and Tom Hoffman, Manager of our headquarters branch, who both retired after 30 years of loyal service to this institution. At the same time, we congratulate Jose Paulucci, who has assumed the position of Head of Operations and Information Technology. We also wish to congratulate Jose Paulucci, Chaim Fromowitz, Head of Private Banking and International Services, and John McGann, Head of Branch Banking, Human Resources and Marketing, on their promotions to Executive Vice President. Looking Ahead It appears that the economy is recovering, though competition continues unabated. Nonetheless, we are confident we will be able to confront whatever challenges may come our way while maintaining the high standards that are the core of our existence and business. We deliver premier products and personalized service to our valued clients. We focus on our specialized markets. We leverage our global reach, the strength of our parent, the Leumi Group, and the aptitude of our diverse employee workforce to build on our foundation of sound financial services. We seize valuecreating opportunities when they arise. With Gratitude We thank our employees for their ongoing hard work and dedication. Their talent, teamwork, loyalty and respect for one another enable Bank Leumi USA to continue to prosper. We thank the Board of Directors for their leadership and vision, and we thank our parent and shareholders for their continuing support. We especially thank our valued clients for their business and for allowing us to serve their financial needs. Thank you for your support. Eitan Raff Chairman of the Board Dr. Zalman Segal Chief Executive Officer

6 fifty years Fifty Years in the U.S.

7 5 Celebrating Our Anniversary In 1954, Bank Leumi le-israel opened a representative office in New York at 60 Wall Street. In September 1959, the representative office became an agency, and, in 1962, the agency became a branch. First Israel Bank and Trust Company of New York was established in 1967, and, in 1971, the bank opened an office at 579 Fifth Avenue that continues as the main branch today. First Israel Bank and Trust company became Bank Leumi Trust Company of New York in 1973, and Bank Leumi USA in Bank Leumi USA currently has 10 offices around the country: two in New York City, one in Chicago, three in South Florida, in Miami, Aventura and Boca Raton, and four in California, in Beverly Hills, Los Angeles, Encino and Palo Alto. It also has an offshore branch in the Cayman Islands. Each of these offices provides Bank Leumi USA with an opportunity to deliver premier commercial, international and private banking products, as well as personalized service, to our valued clients. Our strong capital and high liquidity will allow us to continue to take advantage of opportunities for growth in our key markets in the U.S. and abroad.

8 6 New York Our headquarters in New York City, located on prestigious Fifth Avenue in midtown Manhattan, features sophisticated private banking offices. Just one block from New York s famed diamond district, 579 Fifth Avenue is ideally located to serve the diamond and jewelry industry. In the heart of the fashion district, our 1400 Broadway branch focuses on the textile and apparel industry, and boasts a beautiful mural of the industry s history. Illinois Since 1974, when our full-service branch opened in Chicago at 100 North LaSalle Street in the financial district, our Hebrew-numbered clock has gained attention from passers by. Here, the emphasis is on private banking and serving Chicago s commercial middle-market. We provide innovative financing to manufacturers, wholesalers and service companies in the healthcare, diamond and jewelry, real estate, and apparel industries.

9 7 Florida Our branches at 800 Brickell Avenue in Miami, Biscayne Boulevard in Aventura, and 5295 Town Center Road in Boca Raton cater to both U.S. and international clients. Diverse groups of people call South Florida home at least part of the year, including permanent American residents, wintering snow birds, Latin Americans and Israelis all requiring services from our full range of private, commercial and international banking products. California Operating first as a branch of our parent, Bank Leumi le-israel, our Beverly Hills branch at 8383 Wilshire Boulevard on the west side of Los Angeles now serves U.S. and international private banking and commercial banking clients in the consumer electronics, hi-tech, food products, diamond and jewelry, and entertainment industries. The Encino office at Ventura Boulevard serves the same industries in the San Fernando Valley, and our new downtown Los Angeles office at 600 Wilshire Boulevard makes it easier for our textile and apparel clients who operate there to get to us. Bank Leumi USA is the only Israeli-related banking group to operate in the San Francisco Bay area. Our Silicon Valley branch at 2000 University Avenue in Palo Alto serves local and Israeli-related technology companies, private banking clients and commercial middle-market firms.

10 business Business Segments

11 9 International, Commercial and Private Banking Bank Leumi USA, member FDIC, is the largest subsidiary of the worldwide Leumi Group. We serve middle- to upper-middle-market companies, including importers and exporters, manufacturers, distributors, and retailers in such diverse industries as diamonds and jewelry, textiles and apparel, food, entertainment, real estate and high technology. We serve international businesses, not-for-profit organizations and affluent individuals in the United States and abroad. International Banking Through the Leumi Group s global network, Bank Leumi USA is well equipped to serve companies with multinational activities. We provide clients access to global markets, enabling them to benefit from a full range of business and investment opportunities. These may involve trade opportunities abroad, a managed portfolio in the United States, a specialized investment vehicle offshore or an investment opportunity in Israel. Our Israeli Desk: A Unique Resource Our special Israeli Desk offers clients a single source for products and information relating to all aspects of U.S.-Israeli business. International Lending Our long experience and presence in Latin America give us a wealth of knowledge that we leverage in developing financial solutions for clients doing business there. And in the United States, we can provide competitive advantages over any local bank at our clients U.S. subsidiary locations. Commercial Banking Bank Leumi USA offers a full range of lending services, an extensive array of international trade finance services and a complete line of cash management services. Import and Export Financing Bank Leumi USA uses state-of-the-art technology to provide letters of credit, acceptances and collections quickly and conveniently. Our international and domestic experience, as well as our global correspondent relationships, helps us serve importers and exporters efficiently, guiding them through the complexities of each trade transaction. Leumi Global Link Our online communications link connects a client s PC directly to our International Trade Finance system. Clients can apply for letters of credit online, access credit balances, collection balances, customer advices and more, and customize reports when and how they choose. The result is faster turnaround, more accurate information and more efficient business. Government Agency Financing We have ties to both U.S. and Israeli government agencies, and we can arrange long-term funding for exports through the U.S. EXIMBANK, the Israel Foreign Trade Risk Insurance Corporation (IFTRIC) and other entities. Our in-depth knowledge of U.S. and Israeli trade regulations and commercial channels enables us to structure transactions advantageously for our clients. Equipment Leasing Through Bank Leumi Leasing Corporation, our wholly owned subsidiary, we arrange a variety of equipment financing for middle- and upper-middle-market clients, as well as for other financial institutions through third-party originations. Bank Leumi Leasing Corporation maintains an active syndications desk, selling and/or participating in transactions. Our product line includes single-investor tax leases, finance leases, equipment loans, rent discounting programs and synthetic lease structures.

12 10 Syndicated Loans With extensive correspondent relationships in the U.S. market, Bank Leumi USA is experienced at arranging syndicated loans, and can do so for U.S. companies with greater need for capital, Israeli entities acquiring U.S. companies, and U.S. entities acquiring Israeli companies. Cash Management Bank Leumi USA can deliver sophisticated, efficient cash management and deposit services directly to clients, regardless of location. These services provide accurate, up-to-date financial information and enable clients to accelerate turnover of receivables into cash, put unused funds to work and continually raise productivity. The result is improved cash flow, convenient access to account information and more effective control of treasury operations. Leumi Access Through our direct banking system, clients can monitor and manage their bank accounts local accounts, accounts of distant offices and/or accounts of overseas clients U.S. subsidiaries from their own offices. Clients can review a divisional office s balances, move funds between a subsidiary and the parent company, or move funds between the subsidiary and a given vendor s bank. Using technology to strengthen relationships among a company, its subsidiaries and its suppliers is typical of Bank Leumi USA s approach. Hedging Against Risk Our Trading Room s experienced specialists regularly design customized financial instruments to protect clients from unexpected shifts in interest or currency rates. From options to interest-rate hedges and swaps, our traders enable clients to execute transactions quickly and efficiently. Investment Management We manage portfolios and provide a broad array of investment alternatives for corporate clients. Our close relationships with leading Wall Street firms enable us to offer a diverse range of investment products. In addition, we customize products to meet the return and risk parameters appropriate for each client. Wealth Management Wealth Management serves the banking needs of sophisticated, high-end global private banking clients. Our business philosophy is to establish and maintain long-term relationships with clients and be conservative in assessing opportunities. We are able to find the appropriate resource at any given moment, be it tailor-made lending services, alternative investments, or currency and option trading. Private Banking Private Banking at Bank Leumi USA provides affluent clients with a diverse selection of products and services for their personal and business needs at every stage of their life cycles. Private banking adds value to our client relationships through objective evaluation. We believe that we serve clients best by helping them select among a variety of options. We understand the importance of personal service in building and sustaining long-term relationships. While technology is a necessary tool for disseminating information, Bank Leumi USA puts high value on people. Our licensed private bankers dedicate the time and resources required to get to know their customers, inform them about the range of investment and insurance options available, and make sure all of their questions are answered. The relationships built in one generation often extend to future generations based on this unique combination of up-to-date technological sophistication and a long-standing tradition of personal service.

13 11 Investment Management Services Bank Leumi USA offers tailored portfolios to our U.S. and international private banking clients, including equity and fixed-income investments on a discretionary or advisory basis. Innovative Deposit Products Private banking clients may take advantage of our Principal Protected Investments, time deposits linked to a specified market index or currency. Return of principal is guaranteed at maturity, making this an attractive product for clients with low risk tolerance. Leumi Investment Services Inc. (LISI) Bank Leumi USA s brokerage firm subsidiary, Leumi Investment Services Inc., provides clients with access to a full range of securities and investment products. Headquartered in New York, LISI also has branch offices in Florida, Chicago and California. LISI is a member of the National Association of Securities Dealers, Inc. (NASD) and the Securities Investors Protection Corporation (SIPC). Client accounts are fully protected by SIPC, along with a supplemental insurance policy maintained through a nationally recognized insurance provider. Financial and Estate Planning Our planning specialists assist clients with various wealth management strategies, including intergenerational transfers, charitable trusts and succession planning. Insurance Programs LISI offers a variety of annuities and life insurance products for estate planning and other needs. Programs are available for both U.S. and international individuals and businesses. Investment Advisory Programs Mutual fund asset allocation programs and separate account manager programs are customized to meet clients needs and objectives. Clients have access to exclusive portfolio managers who are carefully screened and highly regarded. U.S. and Foreign Equities and Options LISI offers competitive commissions for the purchase and sale of individual securities. Mutual Funds Clients can choose from a large universe of U.S. and global markets mutual funds managed by industry leaders, ranging from conservative to aggressive growth funds. Fixed Income Securities including government, corporate and municipal bonds. Emerging Markets Securities including sovereign debt, corporate bonds and equities. Hedge Funds Qualified investors have access to individual hedge funds and fund-of-funds products. Securities and insurance products offered through Leumi Investment Services Inc. (LISI), a wholly owned subsidiary of Bank Leumi USA. Member of SIPC. Securities in LISI client accounts protected up to $500,000. For details, please see In addition to this coverage, LISI s client accounts are protected for their full value through a supplemental insurance policy maintained through a nationally recognized insurance provider. PRODUCTS OFFERED THROUGH LISI: NOT FDIC INSURED / NO BANK GUARANTEE / MAY LOSE VALUE

14 analysis Management Analysis In spite of the continuing slowdown in the economy, the year 2003 was a solid one for Bank Leumi USA. We recorded net earnings of $30.9 million, improved key financial ratios, paid dividends of $15.0 million, declared an additional dividend of $20.0 million and achieved substantial growth in our major business lines. We continued to invest in expansion and the renovation of existing facilities amid the changes that are so prevalent in the financial services industry, without compromising our high standards of underwriting or, most importantly, the personal service that our clients rightly expect. Our financial performance in 2003 reflected the strength of our three primary business franchises Commercial Banking, Private Banking and International Banking and the exceptional dedication and talent of Bank Leumi USA employees. We are confident that 2003 was a year in which we laid the foundation for healthy and profitable growth in the future.

15 13 Financial Strength Bank Leumi USA reported pretax earnings of $48.3 million for 2003, compared with 2002 pretax earnings of $56.1 million. Net income for 2003 was $30.9 million, compared with $34.8 million for As of December 31, 2003, Bank Leumi USA had $5.3 billion in total assets and a capital base of $373.4 million in shareholders equity. All capital ratios continue to exceed regulatory requirements for the designation of well-capitalized. The bank enjoys high liquidity, with cash, placements and marketable securities representing 55% of total assets as of December 31, Financial Highlights of 2003 Include: Return on Equity Return on equity, net of deferred taxes, decreased to 9.1% for 2003 from 10.3% for Securities Portfolio Growth The bank s securities portfolio remained at $2.5 billion at year-end 2003, unchanged from year-end Net Income After Tax (in thousands) $30,892 $34,762 $35,621 Total Assets (in thousands) $5,347,011 $4,814,806 $4,105,298 Shareholders Equity (in thousands) $373,395 $395,009 $378,962 Return on Equity % 10.29% 11.70%

16 14 Credit Quality Total nonperforming assets were $10.7 million, or 0.5% of loans, as of December 31, 2003, compared with 1.1% of loans as of December 31, The allowance for credit losses totaled $67.1 million at year-end 2003, equaling 626% of nonperforming loans, compared with $73.6 million, which equaled 349% of nonperforming loans one year earlier. Our reserves-to-loan ratio is still among the highest in the industry. Noninterest Expense and Efficiency The efficiency ratio in 2003 decreased to 59.3%, compared with 52.1% in Total noninterest expense in 2003 increased to $78.9 million, from $70.1 million in The increase reflects the full year absorption of consolidating the Miami Agency into the bank as well as the expansion of our branch network in Florida and California. This, along with the recruitment of key business developers in private banking and commercial lending are strategic investments that are expected to generate increased revenues in Loans by Industry (in thousands) December 31, 2003 All Others $308,581 $488,205 Real Estate Services $130,775 Vehicles, Transportation & Storage $42,244 Communications & Utilities $17,628 Financial & Insurance $273,428 Manufacturing $127,715 Individuals $204,040 $120,300 Wholesalers & Importers $80,194 Steel, Mining & Chemicals $162,542 Apparel & Textiles $223,627 Diamonds & Jewelry $109,818 Retail Capital Strength Total shareholders equity, including tax benefits, at December 31, 2003, was $373.4 million (net of a $20.0 million dividend declared in December), representing 7.0% of year-end assets. This compares with total shareholders equity of $395.0 million as of December 31, 2002, representing 8.2% of year-end assets. At year-end 2003, the bank s Tier 1 capital ratio was 9.9%, its total capital ratio was 14.1% and its leverage ratio was 6.6%. All capital ratios continued to be well above regulatory requirements for the designation of well-capitalized. Staff Complement The bank s complement as of December 31, 2003, totaled 443, compared with 440 as of December 31, 2002.

17 Total Loans (in thousands) $2,289,097 $1,971,222 $1,774,875 Credit Quality Total Deposits (in thousands) Allowance for Credit Losses / Nonperforming Loans 03 $4,071, % 02 $3,832, % 01 $3,295, % Total Securities (in thousands) Nonperforming Assets / Loans 03 $2,497, % 02 $2,461, % 01 $2,120, % Capital Ratios Efficiency Ratio (unadjusted for unusual items) 14.10% % % % 6.64% % 13.36% % 7.34% 13.67% % 8.94% Total Capital Tier 1 Capital Leverage Capital

18 16 Consolidated Statements of Financial Condition Years Ended December 31 (dollar amounts in thousands) Assets Cash and due from banks demand $ 65,423 $ 69,034 Federal funds sold 52,000 30,000 Time deposits with banks 308, ,512 Securities available for sale 2,496,316 2,461,039 Trading securities Loans 2,289,097 1,971,222 Less: allowance for possible loan losses 67,089 73,576 Loans Net 2,222,008 1,897,646 Bank premises and equipment 22,907 22,247 Deferred tax assets 42,351 44,768 Other assets 136, ,766 Total Assets $5,347,011 $4,814,806 Liabilities Noninterest-bearing deposits $ 402,537 $ 328,279 Interest-bearing deposits 3,669,356 3,504,639 Total Deposits 4,071,893 3,832,918 Borrowings from FHLB 472, ,356 Securities sold under repurchase agreements 187,210 38,313 Long-term debt 100, ,000 Other liabilities 142,157 86,210 Total Liabilities 4,973,616 4,419,797 Shareholders Equity Capital stock $10 par value: Authorized, 15,000,000 shares Outstanding, 12,939,107 shares 129, ,391 Surplus 150, ,668 Retained earnings 100, ,399 Accumulated other comprehensive income/(loss) (6,890) 10,551 Total Shareholders Equity 373, ,009 Total Liabilities and Shareholders Equity $5,347,011 $4,814,806

19 17 Consolidated Statements of Income Years Ended December 31 (dollar amounts in thousands) Interest Income Interest on loans $ 82,638 $ 85,233 Interest on securities 77,164 89,474 Interest on federal funds sold and securities purchased under resale agreements 974 1,202 Interest on time deposits with banks Total Interest Income 161, ,796 Interest Expense Interest on deposits 47,374 58,547 Interest other 22,509 22,436 Total Interest Expense $ 69,883 $ 80,983 Net Interest Income 91,446 95,813 Less: provision for possible loan losses 5,919 8,503 Net Interest Income after provision for possible loan losses 85,527 87,310 Operating Income Commissions 16,061 12,651 Fees 8,996 8,232 Other 16,583 17,969 Total Operating Income $ 41,640 $ 38,852 Operating Expense Salaries 33,456 31,138 Employee benefits 8,926 7,504 Occupancy 10,070 9,211 Professional services 4,541 2,997 Equipment 4,398 4,156 Data processing 3,892 3,191 Other 13,614 11,897 Total Operating Expense 78,897 70,094 Income before income taxes 48,270 56,068 Income tax 17,378 21,306 Net Income $ 30,892 $ 34,762

20 listings Listings of Management, Office Locations, Products and Services

21 19 Board of Directors and Management Board of Directors Eitan Raff Chairman of the Board Bank Leumi USA Chairman of the Board Zalman Segal Vice Chairman, President & Chief Executive Officer Bank Leumi USA Steve M. Barnett President CDC, Inc. Theodore P. Glueck President Eastwood Associates, Inc. Jacob E. Goldman Chairman of the Board GB Energy Systems, Inc. James R. Greene Business Consultant & Chairman of the Loan Committee Bank Leumi USA Malcolm Hoenlein Executive Vice Chairman Conference of Presidents of Major Jewish Organizations Donald S. Howard Business Consultant & Chairman of the Investment Committee Bank Leumi USA Robert K. Lifton Chairman & CEO Medis Technologies Ltd. Zeev Nahari Deputy Chief Executive Officer & Chief Financial Officer Lester Pollack Managing Director Centre Partners Management LLC Itamar Rabinovich President Tel Aviv University Former Ambassador of Israel to the United States Francis X. Stankard Company Director & Chairman of the Executive and Examining Committees Bank Leumi USA Frederick E. Tetzeli Business Consultant (resigned August 2003) Michael Urkowitz Business Consultant Former Executive Vice President Chase Manhattan Bank Honorary Director Abraham L. Gitlow Professor of Economics & Dean Emeritus New York University College of Business and Public Administration Senior Management Zalman Segal Vice Chairman, President & Chief Executive Officer Yair Talmor Senior Executive Vice President Head of U.S. & International Lending Robert R. Giordano Executive Vice President Treasurer Jose Paulucci Executive Vice President Head of Operations & Information Technology Chaim Fromowitz Executive Vice President Head of Private Banking & International Services John P. McGann Executive Vice President Head of Human Resources & Branch Banking Ira Romoff Executive Vice President Chief Credit Officer & Risk Manager Anthony Mauro Controller Wendi G. Glassman General Counsel & Corporate Secretary

22 20 Management U.S. & International Lending Yair Talmor Senior Executive Vice President Richard Silverstein Deputy Division Head Lending Haim V. Sion Deputy Division Head Trade Finance & e-banking Lending Michaela Klein International Lending Gloria Bucher Corporate Finance Joseph A. Sciarillo Real Estate Lending Jeff E. Pfeffer Diamond and Jewelry Lending John Koenigsberg Upper-Middle-Market Lending Scott Morello Textiles and Apparel Eric Halpern Textiles and Apparel Gerard Lob Trade Finance Lending Moshe Bensdon Systems Development Bank Leumi Leasing Corporation Steven Caligor President Trade Finance Manashe Bassous Collections A.T. Gobalakrishna Letters of Credit Branch Banking John P. McGann Executive Vice President New York Steven Schieffelin Manager 579 Fifth Avenue Sheldon Laufgraben Manager 1400 Broadway California Dan Meiri Executive Vice President & Regional Manager Robert Kosof Middle-Market Lending Melanie L. Krinsky Entertainment Banking Cynthia Carmeli Head of Operations Moti Levy-Tsedek Manager Beverly Hills Ira Pinsker Manager Los Angeles Yael Cohen Vice President Manager Encino Boaz Blumovitz Manager Palo Alto Chicago Israel Koren & Manager Jon Spoerry Middle-Market Lending Terrance G. Hughes Private Banking Sandra Archer Vice President Head of Operations Shoshana Sendlin Vice President Branch Banking Florida Akiva Segal & Regional Manager Richard Oleszewski Middle-Market Lending & Manager, Boca Raton Juan Sutija Vice President Operations Iris Gallego Vice President Manager Aventura

23 21 Private Banking & International Services Chaim Fromowitz Executive Vice President Yaacov Osmo International Customer Service Hillel Waxman Preferred Customer Unit Dan Hoffman International Customer Service Operations Steven Schieffelin Investment Services & U.S. Private Banking Susan Pearce Wealth Management Lending Leumi Investment Services Inc. Nancy Eiden President Credit & Risk Management Ira Romoff Executive Vice President Christopher Miller Credit Administration Richard Schwam Special Lending Legal David Hertz Associate General Counsel & Department Head General Counsel Wendi G. Glassman General Counsel & Corporate Secretary Maryellen Chomsky Vice President Compliance Officer Operations Jose Paulucci Executive Vice President Ronald J. Ciborowski Loan Operations & Check Processing Vincent Gray Vice President Money Transfer Arline Peeters Vice President Data Security Officer Lourdes Prodigalidad Vice President Administrative Services Carl Schutt Vice President Treasury Support Treasury Robert R. Giordano Executive Vice President Jacob Barak Deputy Treasurer Foreign Exchange & Securities Sales Administration Herzl Rahimi Chief Internal Auditor Michael W. Santimauro Head of Loan Review Controller s Group Anthony Mauro Richard R. Munyan Deputy Controller & Financial Planning Human Resources John P. McGann Executive Vice President Jean Cowan Vice President Benefits, Compensation & Recruiting Peter Calabrese Vice President Payroll Administration Marketing Leslie B. Kahle Vice President Director of Marketing Donald Bittker Associate General Counsel

24 22 Leumi Group Listing Israel Tel Aviv Headquarters Yehuda Halevi Street Tel Aviv Tel: Fax: Leumi Global Private Banking Division 35 Yehuda Halevi Street Tel Aviv Tel: Fax: Leumi International Private Banking Centers Dizengoff Top Tower 17th Floor/23rd Floor Tel Aviv Tel: /7444 Fax: /7455/7456 Jerusalem 19 King David Street Jerusalem Tel: Fax: Leumi Foreign Residents and Tourists Centers Tel Aviv Jerusalem Haifa Netanya Herzliya Pituach Bat Yam Ashdod Leumi & Co. Investment House Ltd. 25 Kalisher Street Tel Aviv Tel: Fax: Bank Leumi le-israel Trust Company Ltd. 8 Rothschild Boulevard Tel Aviv Tel: Fax: Psagot-Ofek Securities & Investments Ltd. 14 Ahad Ha am Street Tel Aviv Tel: Fax: United States of America New York Regional Office 562 Fifth Avenue, 2nd Floor New York, NY Tel: Fax: Bank Leumi USA New York Headquarters 579 Fifth Avenue New York, NY Tel: Fax: Broadway at 38th Street New York, NY Tel: Fax: International Private Banking 564 Fifth Avenue New York, NY Tel: Fax: Bank Leumi Leasing Corporation 562 Fifth Avenue New York, NY Tel: Fax: Leumi Investment Services Inc. 562 Fifth Avenue New York, NY Tel: Fax: California Beverly Hills 8383 Wilshire Boulevard, Suite 400 Beverly Hills, CA Tel: Fax: Los Angeles 600 Wilshire Boulevard, Suite 1500 Los Angeles, CA Tel: Fax: Encino Ventura Boulevard Encino, CA Tel: Fax: Palo Alto 2000 University Avenue, Suite 605 Palo Alto, CA Tel: Fax: Illinois Chicago 100 North LaSalle Street Chicago, IL Tel: Fax: Florida Miami 800 Brickell Avenue, Suite 1400 Miami, FL Tel: Fax: Boca Raton 5295 Town Center Road Boca Raton, FL Tel: Fax: Aventura One Turnberry Place Biscayne Boulevard Suite 801 Aventura, FL Tel: Fax: Cayman Islands Grand Cayman British West Indies c/o Bank Leumi USA International Customer Service 564 Fifth Avenue New York, NY Tel: Fax: North, Central and South America Canada Toronto 5140 Yonge Street, Suite 2220 Toronto, Ontario M2N 6L7 Tel: Fax: Montréal 1 Westmount Square, Suite 400 Montréal, Québec H3Z 2P9 Tel: Fax: Mexico Mexico City Fuente de Pirámides Lomas de Tecamachalco Naucalpan Edo. de México Tel: Fax: Panama El Dorado Calle Manuel Maria Icaza No. 10, Edificio Grobman Panama City Mailing Address: Apartado El Dorado, Panama City Tel: Fax: Cayman Islands George Town Branch British West Indies

25 23 Curaçao Leumi International Investments N.V. Mailing Address for Cayman Islands and Curaçao: c/o Bank Leumi (Luxembourg) S.A. 6D, Route de Trèves L-2633 Senningerberg Luxembourg Tel: Fax: Venezuela Caracas Plaza la Castellana Edificio Bancaracas Piso 9, Of. 903 La Castellana, Caracas Tel: /5052 Fax: Brazil São Paulo Edificio os Bandeirantes Avenida Brigaderio Faria Lima #2179 Conjunto 81/82 CEP São Paulo Tel: Fax: /5369 Rio de Janeiro Avenida Rio Branco, FT Rio de Janeiro 20040/001 Tel: Fax: Porto Alegre Rua Padre Chagas 185 CONJ. 408, Porto Alegre Tel: Fax: Chile Santiago Torre del Bosque Av. El Bosque Norte 0177 Of. 604, Santiago Tel: Fax: Argentina Buenos Aires 25 de Mayo 555 Piso 15 (1002) Buenos Aires Tel: Fax: Uruguay Leumi (Latin America) S.A. Montevideo 25 de Mayo 549 Montevideo Mailing Address: P.O.B. 89, 11000, Montevideo Tel: Fax: Punta del Este Avenida Gorlero, Calle 28 Edif. Torre de las Américas Local 006, Punta del Este Tel: Fax: Europe United Kingdom Bank Leumi (UK) plc London 20 Stratford Place London W1C 1BG Tel: Fax: Manchester Blackfriars House, 4th Floor The Parsonage Manchester M3 2JA Tel: Fax: Channel Islands Bank Leumi (Jersey) Ltd. P.O. Box La Motte Street Jersey JE4 5UL Tel: Fax: Leumi Overseas Trust Corporation Ltd. P.O. Box Hilgrove Street St. Helier, Jersey JE4 5ZN Tel: Fax: France Banque Leumi France S.A. Paris 35, Boulevard des Capucines Paris Tel: Fax: Luxembourg Bank Leumi (Luxembourg) S.A. Luxinvest S.A. Holding 6D Route de Trèves L-2633 Senningerberg Luxembourg Tel: Fax: Switzerland Bank Leumi le-israel (Switzerland) Zurich Claridenstrasse Zurich Tel: Fax: Geneva 80 Rue du Rhone 1211 Geneva 3 Tel: Fax: Germany Frankfurt Schillerstrasse Frankfurt am Main Tel: /41 Fax: Berlin Tauentzienstrasse 7 b/c Berlin Tel: /5 Fax: Asia, Australia and Africa Hong Kong 617 Central Building Queens Road and Pedder Street Hong Kong Tel: /4710 Fax: Australia Melbourne Nauru House, 43rd Floor 80 Collins Street Melbourne 3000 VIC Mailing Address: P.O.B. 1513n GPO Melbourne 3001 Tel: Fax: South Africa Johannesburg 16 Galliot Road, Glenhazel Johannesburg, South Africa, 2192 Tel: Fax:

26 24 Products and Services Commercial Banking Lending Working Capital Revolving Credit Lines Term Loans Acquisition and Bridge Financing Commercial Loans and Lines Loan Syndications and Participations Real Estate Construction and Bridge Loans Import and Export Financing Government Agency Financing Equipment Lease Financing High-Technology Financing Trade Finance Documentary and Clean Collections Bank-to-Bank Reimbursements Commercial Letters of Credit Standby Letters of Credit Acceptance Financing Air Releases/Steamship Guarantees Leumi Global Link Customer Connection Money Transfers EXIMBANK Financing Eurodollar Transactions FX Forward, Spot and Deposit Transactions Forfaiting Interest Rate and Options Hedging and Swaps International Banking Facilities Cash Management Account Reconciliation Services Automated Clearing House (ACH) Call Accounts Cash Concentration Demand Deposit Accounts Electronic Tax Payment Services Leumi Access Customer Connection Lockbox Services Payroll Processing/Direct Deposits Real Estate Management/ Rent Security Accounts Merchant Services Zero Balance Accounts Private Banking Advisory Services Financial and Estate Planning Retirement Services Investment Management Services Brokerage Services U.S. and Foreign Equities Equity and Fixed-Income Options U.S. Treasury and Agency Securities Corporate and Municipal Bonds Emerging Market Securities U.S.-Registered and Offshore Mutual Funds Equity and Fixed-Income Research Corporate Employee Benefits Defined Benefit Plans Defined Contribution Plans 401(k), 403(b), Profit Sharing 529 Plans Executive Nonqualified Deferred Compensation Plans Insurance Products U.S. Life and Disability Income Insurance Fixed and Variable Annuities Long Term Care Insurance Structured Settlement Annuities Premium Financing Business Insurance International Fixed and Variable Annuities Fixed Life Insurance Kidnap & Ransom Insurance Deposit Products Checking, Money Market and Savings Accounts Fixed and Variable Rate Time Deposits Structured Products Credit Products Home Equity Loans Enhanced Overdraft Protection VISA Credit/Debit Cards Wealth Management Customized and Structured Lending Alternative Investments Currency and Options Trading

27 Governance The Board of Directors of Bank Leumi USA has adopted and adheres to corporate governance practices that it believes are sound, compliant with applicable law and represent best practices. Bank Leumi USA is not a public company; however, following enactment of the Sarbanes-Oxley Act of 2002, the Board and management enhanced bank policies and procedures to meet many of the standards set by the Act and its implementing rules. The Board of Directors consists of 14 members, 10 of whom are independent of management of the bank under applicable law. In July 2003, the Board of Directors appointed Francis X. Stankard as lead director. Mr. Stankard, who is independent of management, is also Chairman of the Executive and Examining Committees. In his capacity as lead director, Mr. Stankard has additional corporate governance responsibilities. Shareholders and other interested parties may communicate with the lead director or the nonmanagement directors as a group by sending communications to the principal office of Bank Leumi USA in care of the Corporate Secretary. The Board of Directors has four standing committees: Executive, Examining, Investment and Loan. In 2003 the Executive Committee met nine times, the Examining Committee four times, the Investment Committee four times and the Loan Committee 11 times. The Board of Directors met seven times. The Examining Committee (which performs the typical functions of an audit committee) has three members. The Board has determined they (1) are outside directors, (2) have banking or related financial management expertise, and (3) are financially literate, as required by applicable FDIC rules and regulations. The Examining Committee members are Francis X. Stankard, Jacob E. Goldman and Donald S. Howard. At least one of the members, Mr. Donald S. Howard, qualifies as an audit committee financial expert under SEC criteria. Among his many professional achievements, Mr. Howard previously served as the chief financial officer of Salomon Inc. The Examining Committee operates pursuant to a charter, last revised in July The charter may be viewed on the bank s website at The charter gives the Examining Committee the authority and responsibility for the appointment, retention, compensation and oversight of the bank s independent auditors. The committee preapproves all audit and nonaudit services to be performed by the independent auditors. The Examining Committee appointed Deloitte & Touche LLP as the independent auditors of the bank after reviewing the firm s performance and independence from management. The bank has a Code of Ethics, last approved by the Board of Directors in February It is applicable to all directors, officers and employees. It is a code of conduct that expresses the bank s commitment to promoting (1) honest and ethical conduct; (2) full, fair, accurate and timely reporting; (3) compliance with all applicable laws, rules and regulations by all directors, officers and employees of the bank; and (4) the prompt internal reporting of violations of the Code of Ethics in accordance with procedures set forth in the Code of Ethics. The Code of Ethics may be viewed on the bank s website at BANK LEUMI USA COMMERCIAL BANKING INTERNATIONAL BANKING PRIVATE BANKING BANK LEUMI USA. MEMBER FDIC.

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