Executed this 21 ^st day of January 2005.

Between:
        
        

And:

BLUE SQUARE - ISRAEL LTD.
(hereinafter - “ the Company ”)
                                             

THE MAOF HISTADRUT
Workers Committee
(hereinafter - “ the Workers' Representation ”)

of the one part




of the other part

WHEREAS

In order to withstand the competition which the Company faces in the market, changes in the terms of employment of the employees as embodied in the collective agreements that apply to the parties are needed.

1.

The preamble to this Agreement constitutes an integral part hereof.

2.

This Agreement does not have the effect of altering the salary conditions and terms of employment of the employees of the Company in accordance with existing special collective agreements, special collective arrangements and/or the customs and usages which exist between the parties.

3.

All the collective agreements, the collective arrangements and the customs and usages which apply to the parties, including the special collective agreement dated December 15, 1982 between Brit Hacooperatzia Hatzarchanit Central Cooperative Society Ltd. and the Maof Histradrut and the National Council of the Organization of the Hacooperatzia Hatzarchanit Employees and the addendum thereto dated February 3, 1994, and including the special collective agreement dated September 3, 2000 (hereinafter – “the 3 ^rd Generation Agreement” ), remain in force, subject to the changes in this Agreement.

4.

All the employees of the Company (apart from store managers, deputy store managers, department managers and deputy department managers) who were taken on and will be taken on for employment commencing from January 1, 2004 – and are entitled to night compensation at a rate of 75% commencing from 7.00 p.m. until 6.00 a.m. will – commencing from March 1, 2005 and through the entire period of their employment – receive night compensation at a rate of 60% starting from 10.00 p.m. until 6.00 a.