SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

(Amendment No. ___)

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[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14-a6(e)(2))

[ ] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

Fundtech Ltd.
(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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================================================================================

PRELIMINARY MATERIALS

Dear Shareholder:

You are cordially invited to attend the 1999 Annual Meeting of Shareholders
of Fundtech Ltd. (the "Company") on September 7, 1999, beginning at 10:00 a.m.,
local time, at the Company's offices at 12 Ha'hilazon Street, (5th floor) Ramat
Gan, Israel. I look forward to greeting as many of you as can attend the Annual
Meeting.

Holders of the Company's Ordinary Shares are being asked to vote on the
matters listed in the enclosed Notice of Annual Meeting of Shareholders. Your
Board of Directors recommends a vote "FOR" all of the matters set forth in the
Notice.

Whether or not you plan to attend the Annual Meeting, it is important that
your Ordinary Shares be represented and voted at the Annual Meeting.
Accordingly, after reading the enclosed Notice of Annual Meeting and
accompanying Proxy Statement, please sign, date and mail the enclosed proxy card
in the envelope provided.

Very truly yours,

Reuven Ben-Menachem

Chairman of the Board, President and
Chief Executive Officer

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To the Shareholders
of Fundtech Ltd.:

The Annual Meeting of Shareholders of Fundtech Ltd. (the "Company") will be
held at the Company's offices at 12 Ha'hilazon Street, (5th floor), Ramat Gan,
Israel, on September 7, 1999, at 10:00 a.m., local time, for the following
purposes:

1. To elect the directors of the Company to serve until their respective
successors are elected and qualified ("Proposal 1").

2. To ratify and approve an increase in the number of Ordinary Shares reserved
for issuance pursuant to the Company's Directors' Option Plan ("Proposal
2")

3. To approve the compensation of the Company's directors for 1999 ("Proposal
3").

4. To ratify and approve the compensation and Option Awards of Mr. Reuven
Ben-Menachem, a member of the Company's Board of Directors and Fundtech's
Chief Executive Officer ("Proposal 4").

5. To approve the grant of additional Option Awards to Ms. Rina Shainski and
Mr. George M. Lieberman, each a member of the Company's Board of Directors
("Proposal 5").

6. To approve the adoption of the 1999 Fundtech Ltd. Employee Option Plan
("Proposal 6").

7. To ratify and approve amendments to the Company's 102 Plan, 1996 U.S. Plan,
1997 Israel Plan and the 1997 U.S. Plan, increasing the aggregate number of
Ordinary Shares reserved under such Plans ("Proposal 7").

8. To ratify the appointment of Kost, Forer and Gabbay, a member of Ernst &
Young International, independent certified public accountants, as auditors
for Fundtech for fiscal year 1999 ("Proposal 8").

9. To act upon such other matters as may properly come before the meeting or
any adjournment or adjournments thereof.

Only shareholders of record at the close of business on August 2, 1999, are
entitled to notice of, and to vote at, the meeting.

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING AND REGARDLESS OF THE
NUMBER OF ORDINARY SHARES YOU OWN, YOU ARE REQUESTED TO FILL IN, DATE AND SIGN
THE ENCLOSED PROXY, WHICH IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY,
AND TO MAIL IT PROMPTLY IN THE ACCOMPANYING ENVELOPE.

You may revoke your proxy by filing with the Secretary a written revocation
or a proxy bearing a later date at any time prior to the time it is voted, or by
voting in person at the Annual Meeting.

By Order of the Board of Directors,

Michael S. Hyman
Vice President and Secretary
Ramat Gan, Israel
August 23, 1999

FUNDTECH LTD.

12 Ha'hilazon Street, 5th Floor

Ramat Gan, Israel

--------------------

PROXY STATEMENT

--------------------

ANNUAL MEETING OF SHAREHOLDERS

This Proxy Statement is being furnished to holders of Ordinary Shares, par
value NIS. 0.01 ("Ordinary Shares"), of Fundtech Ltd., an Israeli corporation
("Fundtech" or the "Company"), in connection with the solicitation of proxies by
the Board of Directors of the Company for use at the Annual Meeting of
Shareholders of the Company to be held on September 7, 1999, at 10:00 a.m.,
local time, at the Company's offices at 12 Ha'hilazon Street (5th Floor), Ramat
Gan, Israel, and at any adjournment or adjournments thereof (the "Annual
Meeting"). This Proxy Statement and the accompanying form of proxy are first
being mailed to shareholders on or about August 23, 1999.

The Proxy

Reuven Ben-Menachem, President, Chief Executive Officer and Director of the
Company and Michael S. Hyman, Vice President, General Counsel and Secretary of
the Company, have been selected as proxies by the Board of Directors of the
Company with respect to the matters to be voted upon at the Annual Meeting.

All Ordinary Shares represented by properly executed proxies received prior
to or at the Annual Meeting and not revoked prior to the Annual Meeting in
accordance with the procedure therefor will be voted and will be voted as
specified in the instructions indicated in such proxies. If no instructions are
indicated, such proxies will be voted in accordance with the recommendations of
the Board of Directors contained in this Proxy Statement and, in the discretion
of the persons named in the proxy, on such other matters as may properly come
before the Annual Meeting.

A shareholder may revoke his, her or its proxy at any time prior to use of
such proxy by delivering to the Secretary of the Company a signed notice of
revocation or a later dated and signed proxy or by attending the Annual Meeting
and voting in person. Attendance at the Annual Meeting will not in itself
constitute the revocation of proxy.

Shareholders Entitled to Vote

Shareholders of record owning Ordinary Shares at the close of business on
August 2, 1999 (the "Record Date") are entitled to notice of, and to vote at,
the Annual Meeting. On the Record Date, there were 13,939,604 Ordinary Shares
outstanding (excluding 50,002 Deferred Ordinary Shares), with each share
entitled to one vote per share on each matter submitted to shareholders for
consideration at the Annual Meeting.

Quorum; Required Vote

The presence, in person or by proxy, of the holders of record of at least
33 and 1/3 percent of the issued and outstanding Ordinary Shares entitled to
vote at the Annual Meeting is necessary to constitute a quorum and is necessary
to hold the Annual Meeting.

The affirmative vote of a majority of the Ordinary Shares present at the
Annual Meeting is required to elect the nominees for directors in respect to the
election of directors (Proposal 1), to ratify and approve an increase in the
number of Ordinary Shares reserved for issuance pursuant to the Company's
Directors' Option Plan (Proposal 2), to approve the compensation of the
Company's directors for 1999 (Proposal 3), to ratify and approve the
compensation and Option Awards of Mr. Reuven Ben-Menachem, a member of the
Company's Board of Directors and Fundtech's Chief Executive Officer (Proposal
4), to approve the grant of additional Option Awards to Ms. Rina Shainski and
Mr. George M. Lieberman, each a member of the Company's Board of Directors
(Proposal 5), to approve the adoption of the 1999 Fundtech Ltd. Employee Option
Plan (Proposal 6), to ratify and approve amendments to the Company's 102 Plan,
1996 U.S. Plan, 1997 Israel Plan and the 1997 U.S. Plan, increasing the
aggregate number of Ordinary Shares reserved under such Plans (Proposal 7), and
to ratify the appointment of Kost, Forer and Gabbay, a member of Ernst and Young
International, as the Company's independent auditors (Proposal 8).

On each matter submitted to shareholders for consideration at the Annual
Meeting, only Ordinary Shares that are voted in favor of such matter will be
counted towards approval of such matter. Ordinary Shares present at the Annual
Meeting that are not voted for a particular matter or Ordinary Shares present by
proxy where the shareholder properly withheld authority to vote for such matter
(including broker non-votes) will not be counted toward approval of such matter.
Shareholders will not be allowed to cumulate their votes in the election of
directors.

A broker non-vote occurs when a nominee holding Ordinary Shares for a
beneficial owner does not vote on a particular proposal because the nominee does
not have discretionary voting power with respect to that proposal and has not
received instructions from the beneficial owner. On all matters considered at
the Annual Meeting, abstentions and broker non-votes will be treated as neither
a vote "for" nor "against" the matter, although they will be counted as present
in determining if a quorum is present.

PROPOSAL 1 - ELECTION OF DIRECTORS

The Board of Directors currently consists of seven members. The term of
office of the Directors expire when their respective successors have been
elected and qualified.

The Board of Directors has nominated for election Ms. Rina Shainski, Dr.
Jay B. Morrison, and Messrs. Reuven Ben-Menachem, George M. Lieberman, Achi
Racov, Eddy Shalev and Rimon Ben-Shaoul, to serve as directors of the Company
until the 2000 annual meeting of shareholders and until their successors are
duly elected and qualified. All the above-named nominees, other than Achi Racov,
are currently members of the Board of Directors.

Each of the above-named nominees has consented to being named in this Proxy
Statement and will serve as a director if elected. If at the time of the Annual
Meeting, however, any of the above-named nominees should be unable or decline to
serve, the persons named as proxies herein will vote for such substitute nominee
or nominees as the Board of Directors recommends, or will vote to allow the
vacancy created thereby to remain open until filled by the Board of Directors,
as the Board of Directors recommends.

The affirmative vote of the holders of a majority of the voting power
represented at the meeting in person or by proxy is necessary to elect each of
above-named as directors.

The Board of Directors recommends a vote FOR the proposal to elect each of
above-named as directors.

The following table lists the name, age and positions with the Company of
each of the nominees and the month and year in which each director was first
elected.

Served as
Name Age Position with the company Director Since
---- --- ------------------------- --------------

Reuven Ben-Menachem 38 President, Chief Executive April 1993
Officer and Director
George M. Lieberman 56 Director December 1998
Jay B. Morrison 52 Director April 1995
Achi Racov 54 Director Nominee
Rina Shainski 39 Director March 1999
Eddy Shalev 51 Director April 1997
Rimon Ben-Shaoul 54 Director August 1998

Nominees

Reuven Ben-Menachem, a co-founder of Fundtech, has served as Fundtech's
Chief Executive Officer and President, as a director of Fundtech since its
inception in April 1993 and as Chairman of the Board of Directors since August
1998. Before founding Fundtech, Mr. Ben-Menachem was employed at Logica Data
Architects, a funds transfer software provider, most recently as a Technical
Director and a Product Manager. From January 1984 until June 1986, Mr.
Ben-Menachem served as Director of Banking Systems at Manof Communications
Systems, a middleware software provider. Prior thereto, Mr. Ben-Menachem served
as a senior programmer/analyst in the Israeli Air Force.

George M. Lieberman has served as a director of Fundtech since December
1998. Mr. Lieberman has been with WIT Capital, a pioneer online investment
banking firm, as Senior Vice President and CIO since February 1998. Prior to
February 1998, Mr. Lieberman held a number of positions at Merrill Lynch
including First Vice President of Technology Strategy and Planning and was a
member of the Merrill Lynch Technology Advisory Board. Mr. Lieberman has more
than 30 years of information technology management and development experience
across a broad spectrum of industries. He holds two computer related patents.
Mr. Lieberman was also responsible for the development of major systems projects
at many financial industry companies including Citibank and ADP. Mr. Lieberman
holds advanced degrees in Industrial Engineering and Operations Research.

Jay B. Morrison has served as a director of Fundtech since April 1995 and
was co-Chairman of the Board of Directors until August 1998. Dr. Morrison has
been a General Partner of Newbury Ventures, Inc., a venture capital investment
firm, since 1992. Prior thereto, Dr. Morrison held a number of positions with
Govett & Co. Ltd., a European international fund management company, including
Chief Financial Officer and President of its venture capital subsidiary from
1990 to 1991. Dr. Morrison holds B.Ie. and M.S. degrees from Ohio State
University and a Ph.D from the University of California, Berkeley, and has more
than 14 years of experience in investing in and working with emerging growth
companies.

Achi Racov has served as Chief Information Officer of National Westminster
Bank Group, London ("NatWest Group"), since 1997. Prior to his position as Chief
Information Officer, Mr. Racov served as Director of Architecture & Governance
of NatWest Group IT from 1994 through 1996. From 1991 through 1994, Mr. Racov
was employed by Nedcor, South Africa, as IT Executive Strategy and Technology.
From 1978 to 1990, Mr. Racov served as Technical Director of MSS International.
From 1975 to 1978, Mr. Racov served as Technology Specialist at Digitron. From
1971 to 1975, Mr. Racov served as General Manager, Systems and Development, of
Burroughs Israel and served as Project Leader and Head of Support at the Israeli
Ministry of Education from 1967 to 1970. Prior thereto, Mr. Racov served as an
Electronics Engineer in the Israeli Army.

Rina Shainski has served as a director of Fundtech since March 1999 after
serving as an alternate director of Fundtech since August 1998. Ms. Shainski has
served as Vice President Business Development of Clal Industries and Investments
Ltd.

("CII"), one of Israel's largest investment and holding companies, which is
invested primarily in the industrial and technology sectors, since September
1997. From 1989 until 1996, Ms. Shainski was employed by Tecnomatix Technologies
Ltd., most recently as Director Research & Development and Vice President
Business Development. Ms Shainski has more than 13 years of experience in
management of high-tech software companies. Ms. Shainski holds an M.Sc. degree
in Computer Science from Weizmann Institute of Science, Israel and a B.Sc.
degree in Physics from Tel Aviv University. Ms. Shainski is a graduate of the
International Executive Program in Insead, Fontainbleau, France.

Eddy Shalev has served as a director of Fundtech since April 1997, and has
been affiliated with Fundtech since 1993. Mr. Shalev is also the General
Managing Partner of Genesis Partners I LP, as well as Chief Executive Officer of
E. Shalev Management Ltd. Since 1985, Mr. Shalev has served as Chief Executive
Officer of E. Shalev Ltd., currently an affiliate of CIBC World Markets Corp.
From 1992 to 1996, Mr. Shalev was primarily engaged in sourcing and management
of principal private equity activities in Israeli high technology companies and
has led and participated in many private equity investments in emerging growth
and technology companies. In 1992, Mr. Shalev co-founded the Mofet Israel
Technology Fund. He was a partner in the Management Company of Mofet, and was
both a director and a member of its Investment Committee. From 1972 to 1983, Mr.
Shalev worked at IBM (Israel) and IBM (United Kingdom). Mr. Shalev holds a B.A.
in Statistics and a M.Sc. degree in Information Systems from Tel Aviv
University.

Rimon Ben-Shaoul has served as a director of Fundtech since August 1998. He
has also served as President of CII since May 1997. From 1985 until 1997, Mr.
Ben-Shaoul served as President and as a member of the board of directors of Clal
Insurance Company Ltd. Mr. Ben Shaoul also serves as the chairman or a member of
the boards of directors of several other companies in which CII has interests.
Mr. Ben-Shaoul earned a B.A. in Economics as well as an M.B.A. from Tel Aviv
University.

Committees of the Board of Directors

The Board of Directors of the Company has an Audit and Control Committee
and a Compensation Committee.

Audit Committee

The Audit Committee, which consists of Ms. Rina Shainski, Dr. Jay B.
Morrison, Mr. Jay B. Morrison and Mr. George M. Lieberman, exercises the powers
of the Board of Directors with respect to the accounting, reporting and
financial control practices of the Company.

Compensation Committee

The Compensation Committee, which consists of Ms. Rina Shainski and Messrs.
Boaz Misholi and Eddy Shalev, administers the Company's stock option plans and
the Company's overall compensation practices.

Compensation Committee Interlocks and Insider Participation in Compensation
Decisions

The members of Fundtech's Compensation Committee for the fiscal year ended
December 31, 1998 were Dr. Jay Morrison and Messrs. Boaz Misholi and Eddy Shalev
(the "1998 Compensation Committee"). No member of the 1998 Compensation
Committee, or the present Compensation Committee, is currently or was at any
time during the year ended December 31, 1998 an officer or employee of Fundtech.
No executive officer of Fundtech served on the board of directors or
compensation committee of any entity which has one or more executive officers
serving as members of Fundtech's Board of Directors or Compensation Committee.

Directors' Compensation

Pursuant to the Company's Directors' Option Plan, in 1998 the Company
granted options to purchase up to 6,000 Ordinary Shares to each member of the
Board of Directors, except Ms. Rina Shainski and Mr. George M. Lieberman. For
additional information regarding stock options to purchase Ordinary Shares
granted to Reuven Ben-Menachem as a director or as an employee - see "
Compensation Committee Report - CEO" below.

We do not otherwise compensate directors for attending meetings of the
board of directors or committee meetings of the board of directors, but we do
reimburse directors for their reasonable travel expenses incurred in connection
with attending these meetings.

Directors' Attendance

The Board of Directors held 8 meetings during Fiscal 1998. None of the
incumbent directors, attended (including through the means of the appointment of
an alternate director or through a proxy as permitted under Fundtech's Articles
of Association) fewer than 75% of the aggregate of (i) the total number of
meetings of the board of directors (held during the period that such director
was in office) and (ii) the total number of meetings of all committees of the
Board of which they were members (held during the period that such director was
in office). See "--Committees of the Board of Directors."

MANAGEMENT

Executive Officers

The following individuals are the executive officers and key management of
Fundtech:

Name Age Title
---- --- -----

Reuven Ben-Menachem 38 Chief Executive Officer, President and Chairman
Michael Carus 33 Executive Vice President, Chief Operating Officer and
Chief Financial Officer
Paul J. Citarella 41 Executive Vice President, Corporate Marketing
Gil Gadot 37 Executive Vice President, Head of Israeli Operations
Ariu Levi 51 President of Fundtech Corp.
Joseph P. Mazzetti 58 Executive Vice President, International
J. Edmund Orr III 48 Executive Vice President, Electronics Banking

For a discussion of the business experience of Mr. Reuven Ben-Menachem, see
"Board of Directors".

Michael Carus has served as Executive Vice President, Chief Operating
Officer and Chief Financial Officer since July 1999. Prior to that, Mr. Carus
served as Executive Vice President and Chief Financial Officer of Fundtech since
May 1998, and as Senior Vice President and Chief Financial Officer from
September 1997 to May 1998. From May 1995 to August 1997, Mr. Carus was employed
by Geotek Communications Inc., a wireless communications solution provider, most
recently as Vice President and Acting Chief Financial Officer, Corporate
Controller and Chief Accounting Officer. From 1988 to 1995, Mr. Carus was
employed by Coopers & Lybrand as a Certified Public Accountant, most recently in
the position of Manager - Business Assurance.

Paul J. Citarella has served as Executive Vice President, Corporate
Marketing, since July 1999. Prior to that, Mr. Citarella served as Senior Vice
President and General Manager of the Electronic Banking Division of Fundtech
since April 1998. Mr. Citarella held the same position at Checkfree Corporation
where he was employed from 1996 to April 1998. From 1985 to 1995, Mr. Citarella
was employed by Unisys Corporation, an information technology solutions
provider, where he held management and sales positions with that company's
Financial Services Division.

Gil Gadot has served as Executive Vice President and Head of Israeli
Operations of Fundtech since September 1998. From 1995 until September 1998, Mr.
Gadot was Senior Vice President of Operations-Technology, and served as Vice
President of Research and Development of Fundtech since it commenced operations
in 1993 until 1995. From 1987 to 1993, Mr. Gadot was a senior project manager of
DSSI, a leading systems and software supplier with operations in Israel and the
United States. Mr. Gadot has more than 15 years of software development
experience, particularly in advanced graphical user interface, operating and
real-time systems.

Ariu Levi a co-founder of Fundtech, has been President of Fundtech Corp.
since it commenced operations in 1993. Before founding Fundtech, from 1991 to
1993, Mr. Levi was the Vice President of West Coast Sales at Winter Partners, an
international banking software company. From 1981 to 1991, Mr. Levi was employed
in the payments systems consultancy and sales and marketing divisions at TMI,
Inc. and Logica USA. From 1973 to 1981, Mr. Levi was Vice President at the
Cashiers Division of Bank America, and was responsible for the management of
Bank America's consolidated cash flow and payment systems policy. Mr. Levi has
24 years of experience in the wholesale payments industry.

Joseph P. Mazzetti has served as Executive Vice President, International
since July 1999. Prior to that, Mr. Mazzetti served as Executive Vice President,
Sales and Marketing of Fundtech since December 1997 and served as Senior Vice
President, Sales and Marketing of Fundtech since joining Fundtech in 1994. From
1992 to 1994, Mr. Mazzetti was employed as an Executive Vice President at PRT
Corp., a Year 2000 solution company. From 1984 to 1992, Mr. Mazzetti was
employed at Logica Data Architects, most recently as Executive Vice President of
the Financial Products Group, where he had responsibility for funds transfer,
message switching and asset/liability product lines. Mr. Mazzetti has more than
30 years of experience in information technology in the public and private
sectors with concentration in the banking and financial institutions market.

J. Edmund Orr III has served as Executive Vice President and General
Manager of the Electronic Banking Division since July 1999. Prior to joining
Fundtech, Mr. Orr was the Vice President of Transaction Software Technologies
(TST) responsible for Product Management and New Business Development from1993
through 1998. Prior to joining TST, Mr. Orr was employed by Security Pacific
Bank/Bank of America from 1979 through 1993, where he held various management
positions within their Treasury Management organization.

Security Ownership of Certain Beneficial
Owners and Management

The following table sets forth certain information as of August 2, 1999
(except as otherwise specified in the footnotes) about beneficial ownership of
Fundtech's Ordinary Shares by (i) each person who is the beneficial owner of
more than 5% of the outstanding Ordinary Shares, (ii) all directors of the
Company, (iii) Fundtech's five most highly compensated executive officers, and
(iv) all directors and executive officers as a group, based in each case on
information furnished to the Company. The address of each person who is an
officer or director of the Company is c/o Fundtech Ltd., 12 Ha'hilazon Street,
Ramat Gan, Israel.

Number of Ordinary
Shares Percentage
Name and address of Beneficial Owner Beneficially Owned Beneficially Owned
- ------------------------------------ ------------------ ------------------

Aura Investments Ltd.(1).................................... 1,144,590 8.2%
Boaz Misholi(2)............................................. 1,150,590 8.3%
Clal Industries and Investments(3).......................... 2,765,797 19.8%
Rina Shainski(4)............................................ 2,765,797 19.8%
Rimon Ban-Shaoul(5)......................................... 2,771,797 19.9%
Reuven Ben-Menachem(6)...................................... 367,400 2.6%
Jay B. Morrison(7).......................................... 17,079 *
Eddy Shalev(8).............................................. 64,309 *
George M. Lieberman......................................... 0 0
Ariu Levi(9)................................................ 414,150 3.0%
Gil Gadot(10)............................................... 209,658 1.5%
Joseph P. Mazzetti(11)...................................... 15,750 *
Michael Carus(12)........................................... 9,375 *
Paul J. Citarella(13)....................................... 5,500 *
J. Edmund Orr III .......................................... 0 0
All Directors and Executive Officers as a group (15 persons) 4,948,031 35.3%

- ----------
* Less than one percent

(1) Consists of 1,144,590 Ordinary Shares held by Aura Investments Ltd.
("Aura"), of which Mr. Misholi is Chairman of the Board and Chief Executive
Officer.

(2) Includes 1,144,590 Ordinary Shares held by Aura, of which Mr. Misholi is
Chairman of the Board and Chief Executive Officer. Mr. Misholi disclaims
beneficial ownership of such Ordinary Shares, except to the extent of his
proportionate pecuniary interest therein. Also includes options to purchase
6,000 Ordinary Shares granted pursuant to the Directors' Option Plan.

(3) Consists of 2,765,797 Ordinary Shares held by CII, of which Mr.
Ben-Shaoul is President. The address of CII is Clal Atidim Tower,
Building No. 4, Tel Aviv 61581, Israel.

(4) Consists of 2,765,797 Ordinary Shares owned by CII. Ms. Shainski disclaims
beneficial ownership of the Ordinary Shares held by CII.

(5) Includes 2,765,797 Ordinary Shares owned by CII, of which Mr. Ben-Shaoul is
President. Mr. Ben-Shaoul disclaims beneficial ownership of the Ordinary
Shares held by CII. Mr. Ben-Shaoul disclaims beneficial ownership of the
Ordinary Shares held by CII. Also includes options to purchase 6,000
Ordinary Shares granted pursuant to the Directors' Option Plan.

(6) Includes options to purchase 6,000 Ordinary Shares granted pursuant to the
Directors' Option Plan. Also includes 2,250 Ordinary Shares issuable upon
the exercise of options held by Mr. Ben-Menachem's spouse, who is an
employee of Fundtech.

(7) Includes 11,079 Ordinary Shares held by JPV Investors G.P., of which Dr.
Morrison is both the President of the General Partner and a Limited
Partner. Mr. Morrison disclaims beneficial ownership of such Ordinary
Shares except to the extent of his proportionate pecuniary interest
therein. Also includes options to purchase 6,000 Ordinary Shares granted
pursuant to the Directors' Option Plan.

(8) Consists of 11,666 Ordinary Shares held by Mr. Shalev and options to
purchase 6,000 Ordinary Shares granted pursuant to the Directors' Option
Plan and 14,963 and 31,680 Ordinary Shares owned by Genesis Partners I
(Cayman) L.P. and Genesis Partners I L.P., respectively, of which Mr.
Shalev is a general partner. Mr. Shalev disclaims beneficial ownership of
the Ordinary Shares held by Genesis Partners I (Cayman) L.P. and Genesis
Partners I L.P., except to the extent of his proportionate pecuniary
interest therein.

(9) The address of Ariu Levi is c/o Fundtech Corporation, 428 McCormick Street,
San Leandro, California 94577.

(10) Includes 25,752 and 3,000 Ordinary Shares issuable upon the exercise of
options held by Mr. Gadot and his wife, respectively.

(11) Consists of options to purchase 15,750 Ordinary Shares.

(12) Consists of options to purchase 9,375 Ordinary Shares.

(13) Consists of options to purchase 5,500 Ordinary Shares.

SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE

During 1999, the Company's directors, officers and 10% shareholders became
aware that the Company is no longer a "foreign private issuer" (as defined in
the Securities Exchange Act of 1934, as amended), and that reports of ownership
and changes in ownership of Fundtech's equity securities that are required to be
disclosed under Section 16(a) of the Exchange Act had not been previously
reported. As of August 9, 1999, all of the Company's directors, executive
officers and 10% shareholders other than Aura Investment Ltd., Clal Industries
and Investments Ltd., Messrs. Boaz Misholi, Eddy Shalev, Gil Gadot and Reuven
Ben-Menachem, have made the required filings under Section 16(a). The Company
has implemented a program that is intended to ensure that the required filings
will be promptly made and that directors, officers and 10% shareholders comply
with their Section 16(a) filing requirements on a timely basis in the future.

EXECUTIVE COMPENSATION

The following table sets forth information concerning total compensation
earned by or paid to the Chief Executive Officer and the four other highest-paid
executive officers of the Company employed as of December 31, 1998 (the "Named
Officers") during the fiscal years indicated for services rendered to the
Company and its subsidiary.

Summary Compensation Table

Long-term
Annual Compensation
Compensation Awards
------------------ Security All
Underlying other
Year Salary ($) Bonus Options Compensation(1)
---- ---------- ----- ------- ---------------

Reuven Ben-Menachem ............... 1998 165,417 $140,000 21,000(2) 2,954
Chief Executive Officer, 1997 141,246 5,000 -- 2,866
President and Chairman 1996 125,000 25,000 -- 43,245
Ariu Levi ......................... 1998 90,000 22,545 -- 2,954
President of Fundtech Corp. 1997 90,000 6,380 -- 2,866
1996 90,000 -- 3,300
Joseph P. Mazzetti ................ 1998 146,875 25,000 15,000 2,954
Executive Vice President - Sales 1997 110,000 10,000 10,500 2,866
and Marketing 1996 110,000 -- 27,000 3,300
Michael Carus ..................... 1998 145,833 40,000 15,000 2,954
Executive Vice President and 1997 40,833 -- 60,000 716
Chief Financial Officer 1996 -- -- -- --
Gil Gadot ......................... 1998 115,000 20,000 10,000 2,954
Executive Vice President - 1997 90,000 20,000 -- 2,866
Operations and Technology 1996 90,000 -- 30,002 30,798

- ----------
(1) Represents relocation, housing and health insurance premiums.

(2) Includes 6,000 options granted pursuant to the Directors' Option Plan and
15,000 options granted pursuant to Fundtech's employee option plans.

Stock Option Plans

Directors' Option Plan

On May 18, 1998, the Company agreed to grant options to purchase an
aggregate of 42,000 Ordinary Shares to members of the Board of Directors. The
options were granted following the election of the Board of Directors at the
Company's annual meeting in August 1998. These options will be fully vested at
this year's Annual Meeting.

Employee Share Option Plans

Pursuant to resolutions of the Company's Board of Directors, a total of
1,300,000 Ordinary Shares have been reserved for the granting of options to
employees of Fundtech Ltd. and Fundtech Corp. As of August 2, 1999, 1,029,138
options were outstanding, 148,893 options have been exercised and 121,969
options are available to be issued. These options have been reserved and granted
pursuant to the following plans:

1996 Stock Option Plans

In April 1996, the Board of Directors adopted a resolution to reserve
423,003 Ordinary Shares for the exercise of options which the Company intends to
grant to employees of Fundtech Ltd. and employees of Fundtech Corp. pursuant to
two separate plans.

The first plan for the employees of Fundtech Ltd., the 1996 Employee Stock
Option Plan for Employees of Fundtech Ltd. (the "102 Plan"), adopted in May
1996, provides for the granting of up to 150,753 Ordinary Shares under Section
102 of the Israel Income Tax Ordinance ("Section 102"). The options granted
under the 102 Plan vest over a period of four years, with up to one year credit
for previous service with the Company, and expire five years from the date of
grant. Options with respect to 30,000 Ordinary Shares originally authorized
under the 102 Plan became subject to a resolution adopted by the Board of
Directors on December 31, 1997 (the "December 1997 Resolution"), discussed more
fully below.

The second plan for the employees of Fundtech Corp. and employees of
Fundtech Ltd., the 1996 Stock Option Plan for Employees at Fundtech Ltd. and
Employees of Fundtech Corp. (the "1996 U.S. Plan"), adopted in October 1996,
provides for the granting of up to 272,250 Ordinary Shares. The options granted
under the U.S. Plan vest over a period of four years and expire five years from
the date of grant. Options with respect to 36,750 Ordinary Shares originally
authorized under the U.S. Plan became subject to the December 1997 Resolution,
discussed more fully below.

1997 Stock Option Plans

On September 2, 1997, the Board of Directors adopted a resolution to
reserve 225,000 Ordinary Shares for the exercise of options which Fundtech
intends to grant to its employees pursuant to the Fundtech 1997 Stock Option
Plan (the "1997 U.S. Plan"). In April and July 1998, the Board of Directors
adopted resolutions to reserve an aggregate of an additional 240,000 Ordinary
Shares for the exercise of options to be

granted under the 1997 U.S. Plan. The options under the 1997 U.S. Plan vest over
a period of four years and expire five years from the date of grant.

On December 31, 1997, the Board of Directors adopted the December 1997
Resolution. The December 1997 Resolution governs the method by which a total of
66,750 options reserved by prior plans are to be granted (the "1997 Israel
Plan"). The 66,750 options governed by the December 1997 Resolution consist of:
(i) 30,000 options which previously had been reserved under the 102 Plan, but
which had not vested in employees, and (ii) 36,750 options which previously had
been reserved to be issued under the U.S. Plan. In July 1998, the Board of
Directors adopted a resolution to reserve an additional 40,000 Ordinary Shares
for the exercise of options to be granted under the 1997 Israel Plan.

As of March 26, 1999, the Board of Directors has reserved an additional
329,997 Ordinary Shares for the exercise of options to be allocated among the
1997 U.S. Plan and the 1997 Israel Plan. As set forth in Proposal 7 below,
Fundtech is seeking the approval of its Shareholders of the additional
reservations of Ordinary Shares.

Option/SAR Grants in Last Fiscal Year

Stock options exercisable for Ordinary Shares are granted to certain
employees of the Company pursuant to the above-described Company's share option
plans in order to secure and retain the services of highly qualified persons by
rewarding key employees for their contribution toward increasing the value of
the Company's Ordinary Shares. The following table provides information on
options granted to the Named Officers during the last fiscal year pursuant to
the Company's option plans.

The table also shows, among other data, hypothetical potential gains from
options granted in fiscal 1998. These hypothetical gains are based entirely on
assumed annual growth rates of 5% and 10% in the value of the price of Ordinary
Share over the life of the options granted in Fiscal 1998. The assumed rates of
growth were selected by the Securities and Exchange Commission (the
"Commission") for illustrative purposes only, and are not intended to predict
future stock prices, which will depend upon market conditions and the Company's
future performance and prospects.

Individual Grants
----------------------------------------------------------
Potential Realizable Value
at Assumed Annual Rates of
Stock Price Appreciation
Number %of Total for
of Options/SARs Exercise Option Term
Options/SARs Granted to All Price Per Expiration ---------------------------
Name of Executive Granted Employees Share($/Sh) Date 5% 10%
- ----------------- ------- --------- ----------- ---- --------- ----------

Reuven Ben-Menachem.......... 15,000 2.4% $11.625 10/19/03 $48,176 $106,458
6,000 1.0% 16.750 8/12/03 27,766 61,356
Ariu Levi.................... - - - - - -
Joseph Mazzetti.............. 15,000 2.4% 11.625 10/19/03 48,176 106,458
Michael Carus................ 15,000 2.4% 11.625 10/19/03 48,176 106,458
Gil Gadot.................... 10,000 l.6% 11.625 10/19/03 32,117 70,972

Fiscal Year-End Option Holdings

The following table summarizes for each of the Named Officers option
exercises during fiscal 1998, including the aggregate value of gains on the date
of exercise, the total number of unexercised options for Ordinary Shares, if
any, held at December 31, 1998 and the aggregate dollar value of unexercised
in-the-money options for Ordinary Shares, if any, held at December 31, 1998.
Value of unexercised in-the-money options at fiscal year-end is the difference
between the exercise or base price of such options and the fair market value of
the underlying Ordinary Shares on December 31, 1998, which was $20.625 per
share. These values have not been, and may never be, realized, as these options
have not been, and may never be, exercised. Actual gains, if any, upon exercise
will depend on the value of Ordinary Shares on the date of any exercise of
options.

Aggregated Option/SAR Exercises in the Last Fiscal Year and
FY-End Option/SAR Values

Value of Unexercised
-----------------------------
Number of Unexercised (at year end)
Ordinary Options at Fiscal Year-End In-the Money Options
Shares Acquired Value (#) at FY-End ($)
Name On Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- ---- --------------- ------------ ----------- ------------- ----------- -------------

Reuven Ben-Menachem........ - - 1,500 19,500 $ 5,813 $152,438
Ariu Levi.................. - - - - - -
Joseph Mazzetti............ - - 24,187 28,313 438,564 371,998
Michael H. Carus........... 10,000 $79,200 5,000 60,000 86,475 913,275
Gil Gadot.................. - - 22,501 17,501 411,656 227,231

Employment Agreements, Termination Provisions and Change in Control Arrangements

On November 25, 1997, Fundtech entered into an employment agreement with
Reuven Ben-Menachem engaging him as the Chairman of the Board and Chief
Executive Officer of Fundtech and of Fundtech Corporation. The initial term of
Mr. Ben-Menachem's employment commenced on January 1, 1998 and continues until
December 31, 1999, unless renewed. Mr. Ben-Menachem's agreement sets forth his
annual base salary ($160,000) and eligibility for bonuses based on Fundtech's
achievement of certain performance goals. Fundtech may terminate Mr.
Ben-Menachem employment without cause, in which case Mr. Ben-Menachem would
receive severance payment in the amount equal to his then current base salary
for a period of six (6) months, plus the pro-rata portion of his bonus for such
year. Mr. Ben-Menachem's base salary is reviewed annually and any increases to
his base salary require the approval of the Compensation Committee. Mr.
Ben-Menachem's employment agreement incorporates a non-competition and
confidentiality agreement entered into on February 2, 1995.

Fundtech does not currently have any written employment contracts in effect
with any of the Named Officers other than Reuven Ben-Menachem, its chief
executive officer.

Compensation Committee Report

The Compensation Committee administers the stock option plans of Fundtech
and its subsidiaries, determines the base compensation and bonus/incentive
compensation of the Chief Executive Officer of Fundtech, Reuven Ben-Menachem,
and reviews the recommendations of Reuven Ben-Menachem and approves the base
compensation and bonus/incentive compensation of the other executive officers of
Fundtech.

General Compensation Policy

The Committee's fundamental compensation policy is to make a substantial
portion of executive officers' compensation contingent on Fundtech's growth,
financial performance and meeting certain specific targeted events. Accordingly,
in addition to base salary, we offer bonuses/incentive compensation (which are
tied to Fundtech's and the executive's performance goals) and stock option
awards. The Committee believes that providing incentives to the executive
officers through both cash bonus and equity based incentives (stock options in
Fundtech) benefits shareholders by aligning the long-term interests of
shareholders and employees.

Each executive officers compensation package consists of: (i) salary, (ii)
benefits, which include medical, dental, life insurance and participation in a
401(k) plan and (iii) may include either or both stock options under the
relevant stock option plan of Fundtech and/or its subsidiaries; and/or
eligibility for incentive compensation.

Factors

The principal factors considered in establishing the components of each
executive officer's compensation package for the 1998 fiscal year are summarized
below. The Committee may, in its discretion, apply entirely different factors,
particularly different measures of financial performance, in setting executive
officers' compensation for future fiscal years. However, all compensation
decisions will be designed to further the general compensation policy indicated
above.

Base Salary

The base salary for each executive officer is set on the basis of personal
performance, the salary levels in effect for comparable positions in companies
similarly situated with Fundtech and the financial performance of Fundtech. In
preparing the performance graph for this Proxy Statement, the Company used
Hambrecht & Quist Computer Software Index ("H & Q Index") as its published line
of business index. The compensation practices of most of the companies in the H
& Q Index were not reviewed by the Committee, as such companies were not
believed to compete with the company for executive talent.

Factors relating to individual performance that are assessed in setting
base compensation are based on particular duties, areas of responsibility of the
individual executive officer and internal consistency within the Fundtech's
salary structure. Factors relating to our financial performance that may be
related to increasing or decreasing base salary include revenues and profits.
The establishment of base compensation involves a subjective assessment and
weighing of the foregoing criteria and is not based on any specific formula.

Incentive Compensation

1998 was an important growth year, as Fundtech transitioned from private
company to publicly traded status. In order to create incentive for a successful
public offering, to reward key executive officers for their extensive work in
the public offering process, and to compensate such executives on a transitional
basis for the additional responsibilities of managing a publicly traded company,
Fundtech paid the four (of five total) executive officers involved in the
process one time cash bonuses. The fifth executive officer received commission
incentive based on sales generated by persons reporting to him and on sales
generated by him personally. In addition, Fundtech's Chief Executive Officer
received performance incentives described more fully below.

Assessment of any adjustment to bonuses earned is determined by the
Committee. Bonuses have only been paid on achieving performance thresholds,
based either on specific events or meeting revenue or profit targets previously
established by the Board. The corporate goals and threshold level may differ
from year to year, but are always aligned with the objective of improving
shareholder value.

Stock Options

Stock options are an essential element of Fundtech's executive compensation
package. The Committee believes that equity-based compensation in the form of
stock options aligns the interests of management with those of the shareholders
by focusing employees and management on increasing stockholder value. The value
of such equity-based compensation derives solely from appreciation of Fundtech's
stock. In order to promote a longer term management focus and to provide
incentive for continued employment with Fundtech, stock option grants generally
become exercisable over a four year vesting schedule. The exercise price being
equal to the fair market value of Fundtech's stock on the date of grant.

The size of the option grant made to each executive officer is based upon
that individual's current position with Fundtech, internal comparability with
option grants made to other executives (generally taking into account stock
volatility and recent stock appreciation) and the individual's potential for
future responsibility and promotion over the option term. In 1998, stock options
were granted to each new executive that joined Fundtech. In addition, four of
Fundtech's five executive officers received either new or additional grants to
replace incentives lost when previously vested stock options vested.

CEO Compensation

On November 25, 1997, Fundtech entered into an employment agreement with
Reuven Ben-Menachem engaging him as the Chief Executive Officer of Fundtech Ltd.
and of its U. S. subsidiary, Fundtech Corporation. Pursuant to his employment
agreement, Mr Ben-Menachem received a base salary of $160,000 for 1998. Mr.
Ben-Menachem received incentive bonuses for 1998 totaling $140,000 based on
Fundtech's completion of its successful initial public offering, Fundtech's
achieving revenue and profit targets previously established by the Committee,
and transitional compensation for the additional responsibilities of managing a
publicly traded company. In addition, on August 13, 1998, Mr. Ben Menachem
received 6,000 stock options as a director of the Company and on October 20,
1998, 15,000 stock options as an employee of the Company. The directors' options
vest at the rate of 25% every three months and the employee options vest over
four years. All options were priced at the fair market value of Fundtech's
Ordinary Share on the date of grant.

Dr. Jay Morrison

Mr. Boaz Misholi

Mr. Eddy Shalev

PERFORMANCE GRAPH

The following graph provides a comparison of the cumulative total returns
on the Ordinary Shares based on an investment of $100 after the close of the
market on March 13, 1998 (the date that the Ordinary Shares commenced trading),
plotted on a monthly basis for the period ending on December 31, 1998, against
the NASDAQ Market Index and the H&Q Computer Software Index, in each case
assuming reinvestment of any dividends. Dividends have not been declared on the
Ordinary Shares. The following graph is not, nor is it intended to be,
indicative of future performance of the Company's Ordinary Shares which
performance could be affected by factors and circumstances outside of the
Company's control.

Comparison of Cumulative Total Return among
Fundtech, The NASDAQ Market Index and H&Q Computer Software Index

------------------------------------------------------------------------

[THE FOLLOWING TABLE WAS REPRESENTED AS A LINE CHART IN THE PRINTED MATERIAL.]

3/13/98 3/31/98 4/30/98 5/31/98 6/30/98 7/31/98 8/31/98 9/30/98 10/31/98 11/30/98 12/31/98
------- ------- ------- ------- ------- ------- ------- ------- -------- -------- --------

Fundtech 100 99.64 113.42 98.99 101.34 91.95 68.46 57.72 73.15 91.28 110.74
Ltd.
H&Q 100 108.22 108.64 104.47 112.18 105.90 81.62 93.57 90.15 100.19 108.91
Computer
Software
NASDAQ 100 102.90 105.17 99.76 106.64 105.24 84.33 95.83 99.84 109.85 124.3
Market

CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS

Option Grants

Between September 18, 1997 and May 1, 1998, Fundtech granted to executive
officers options to purchase an aggregate of 50,000 Ordinary Shares at an
exercise price of $21.00 per share. On October 20, 1998, these options (other
than those held by Directors or the Named Officers) were re-priced at the then
current market price for the Ordinary Shares of $11.625. Such options vest over
four years and expire five years from the date of grant.

On May 18, 1998, Fundtech agreed to grant options to purchase an aggregate
of 42,000 Ordinary Shares to members of the Board of Directors. These grants
were made following the election of a Board of Directors at Fundtech's annual
general meeting of the shareholders in August 1998. The options will be fully
vested at the commencement of the Annual Meeting.

On October 20, 1998, Fundtech granted certain executive officers options to
purchase an aggregate of 98,750 Ordinary Shares at an exercise price of $11.625
per share. Such options vest over four years and expire five years from the date
of grant.

PROPOSAL 2 - RATIFICATION AND APPROVAL OF THE INCREASE IN THE NUMBER OF ORDINARY
SHARES RESERVED UNDER THE FUNDTECH LTD. DIRECTORS' OPTION PLAN.

Fundtech has used the Fundtech Ltd. Directors' Option Plan ("Directors'
Option Plan") as a means to encourage and provide incentives to individuals to
serve as members of the Board of Directors by enabling Fundtech to attract and
retain, for its benefit, highly qualified Directors. As adopted, the Directors'
Option Plan authorized options to purchase 42,000 Ordinary Shares to be issued.
As of August 1, 1999 there were 7,500 Ordinary Shares remaining available for
grant under the Directors' Option Plan.

The Board of Directors is proposing to increase the number of authorized
but unissued Ordinary Shares reserved for issuance under the Directors' Option
Plan by 68,000 Ordinary Shares to a total of 110,000 Ordinary Shares reserved
under the Directors' Option Plan in order to continue to provide this important
compensation element. Subject to shareholder approval of this proposal and
proposals 3, 4 and 5, the Board will grant to each of the directors elected at
the annual meeting options to purchase 6,000 Ordinary Shares and will grant to
Ms. Rina Shainski and Mr. George M. Lieberman additional options to purchase
3,000 and 4,500 Ordinary Shares, respectively. These options will be issued at
the fair market value of the Ordinary Shares on the date of grant. The benefits
of these grants are not currently determinable.

Terms of the Directors' Option Plan

The Compensation Committee administers the Directors' Option Plan. Under
the Directors' Option Plan, the Committee has sole authority in its discretion,
subject to the express provisions of the Directors' Option Plan, to determine
the exercise price of the Ordinary Shares covered by each option, the number of
Ordinary Shares subject to each option and the extent to which options may be
exercised in installments, and the terms and provisions of the respective option
agreements.

A total of 42,000 Ordinary Shares of authorized but unissued Ordinary
Shares, subject to certain adjustments, are reserved for issuance under the
Directors' Option Plan. The plan provides that if any options shall terminate
for any reason or expire without having been exercised in full, the Ordinary
Shares not purchased under such options shall again be available for the
purposes of the Plan.

The grant date for each option granted under the plan is the date that the
Director is elected to the Board of Directors, and term of options are generally
5 years from the grant date. Options are vested in phases and subject to the
specific terms provided by the Directors' Option Plan become fully vested at the
date of the first Annual General Meeting accruing after the grant date.

The Board of Directors may, from time to time, amend the Plan in any
respect. However, no amendment may be made without the approval of the Company's
shareholders if shareholder approval is required for such amendment under
applicable law.

The affirmative vote of the holders of a majority of the voting power
represented at the meeting in person or by proxy is necessary for ratification
and approval of the increase of number of Ordinary Shares reserved under the
Fundtech Ltd. Directors' Option Plan.

The Board of Directors recommends a vote FOR the ratification and approval
of the increase of 68,000 Ordinary Shares reserved under the Directors' Option
Plan.

PROPOSAL 3 - APPROVAL OF FUNDTECH'S DIRECTORS'
COMPENSATION FOR 1999

Under applicable Israeli law, Shareholders must approve the payment of
compensation and fees to Fundtech's Directors. Pursuant to Proposal 2,
Shareholders are being asked to approve an increase in the number of Ordinary
Shares reserved for issuance under the Directors' Option Plan. Accordingly, at
the Annual General Meeting, Shareholders will be asked to approve that in 1999
and through the 2000 Annual General Meeting:

1. Each of the Directors will be granted an option to purchase 6,000 Ordinary
Shares at an exercise price equal to the fair market value (the "Fair
Market Value") of such

Ordinary Shares on the date of the Annual General Meeting (the "Grant
Date") which option shall vest as follows:

(a) during the first nine months following the Grant Date, options to
purchase 1,500 Ordinary Shares shall vest on the day following the end of
each consecutive three-month period, respectively, during which such
Director serves continuously as a Director of the Company; and

(b) an additional 1,500 Ordinary Shares shall vest on the date of the
first Annual General Meeting following the Grant Date if such Director
serves continuously as a Director during the period commencing nine months
from the Grant Date until the date of the first Annual General Meeting
occurring thereafter.

2. All Directors elected or appointed other than at an Annual General Meeting
shall receive an option to purchase a pro rata portion of 6,000 Ordinary
Shares (1,500 for each three month period or portion of three month period
in which such director is expected to serve) at an exercise price equal to
the Fair Market Value of such Ordinary Shares on the date such Director is
elected or appointed (the "Election Date"). 1,500 Ordinary Shares shall
vest on the day following the end of each consecutive three-month period
following the Election Date during which such Director serves continuously
as a Director of the Company, and up to 1,500 Ordinary Shares shall vest
pro-rata for any additional period of such continuous service prior to the
next Annual General Meeting. Any Ordinary Shares which shall not have
vested on the date of the Annual General Meeting following the Election
Date shall expire.

3. The Compensation Committee shall determine other conditions of the grants,
including, but not limited to, the exercise period for options vested
thereunder.

4. The Board of Directors will be authorized to increase the compensation
payable to External Directors (as defined under Israeli law), if required
to do so in accordance with the minimum fee requirements prescribed by
applicable law.

The affirmative vote of the holders of a majority of the voting power
represented at the meeting in person or by proxy is necessary for approval of
the Directors' compensation.

The Board of Directors recommends a vote FOR the approval of the Directors'
compensation as set forth above.

PROPOSAL 4 - RATIFICATION AND APPROVAL OF THE COMPENSATION AND OPTION AWARDS OF
MR. REUVEN BEN-MENACHEM, A MEMBER OF THE COMPANY'S BOARD OF DIRECTORS AND
FUNDTECH'S CHIEF EXECUTIVE OFFICER

Under applicable Israeli law, Shareholders must approve the payment of
compensation and fees to Fundtech's Directors. Accordingly, at the Annual
Meeting, Shareholders will be asked to ratify and approve that in accordance
with the terms of Mr. Ben-Menachem employment agreement, Mr. Ben-Menachem in his
capacity of Fundtech's CEO, shall receive a base salary of $200,000 and other
incentives for 1999 as

determined by the Compensation Committee. Subject to ratification and approval
of Proposals 2, 3 and 7, Mr. Ben-Menachem is granted options to purchase 15,000
Ordinary Shares pursuant to the Company's employee option plans and 6,000
Options pursuant to the Company's Directors' Option Plan. All such options have
an exercise price equal to the fair market value of such Ordinary Shares on the
date of grant. The terms of these options will be the same as the terms of the
other options being granted under the respective plans and proposals.

The affirmative vote of the holders of a majority of the voting power
represented at the meeting in person or by proxy is necessary for ratification
and approval of Mr. Reuven Ben-Menachem compensation and Option Awards.

The Board of Directors recommends a vote FOR the ratification and approval
of the compensation and Option Awards of Mr. Reuven Ben-Menachem as set forth
above.

PROPOSAL 5 - APPROVAL OF THE GRANT OF ADDITIONAL OPTIONS TO MS. RINA SHAINSKI
AND MR. GEORGE M. LIEBERMAN, UNDER THE FUNDTECH LTD. DIRECTORS' OPTION PLAN.

Subject to the Shareholders approval of Proposal 2 to increase the number
of Ordinary Shares reserved for issuance under the Directors' Option Plan and to
the approval of this proposal by the Shareholders, the Compensation Committee
will vote to grant to Ms. Rina Shainski additional 3,000 options to acquire
Ordinary Shares and to Mr. George M. Lieberman additional 4,500 options to
acquire Ordinary Shares. Each such option is to be fully vested as of the date
of the Annual Meeting and exercisable in accordance with and subject to the
terms and conditions of the Directors' Option Plan.

The affirmative vote of the holders of a majority of the voting power
represented at the meeting in person or by proxy is necessary for the approval
of the grant of options to Ms. Rina Shainski and Mr. George M. Lieberman.

The Board of Directors recommends a vote FOR the approval of the grant of
additional options to Ms. Rina Shainski and Mr. George M. Lieberman as set forth
above.

PROPOSAL 6 - APPROVAL OF THE 1999 FUNDTECH LTD. EMPLOYEE OPTION PLAN

Background

The Board of Directors is proposing for Shareholders approval the 1999
Fundtech Ltd. Employee Option Plan (the "1999 Plan"). As Fundtech believes that
an important means for attracting and retaining, for Fundtech Ltd. and its
subsidiary's benefit, highly qualified persons is to align their interest with
those of the Company's other Shareholders through the issuance of stock options.
The Board of Directors is proposing the 1999 Plan to unify the underlying terms
of Fundtech's option plan, while maintaining the flexibility to issue options
which may qualify as "incentive stock

options" within the meaning of Section 422 of the U.S. Internal Revenue Code of
1954, as amended (the "Code"), or which may qualify for the benefits of the
provisions of Section 102 of the Israeli Income Tax Ordinance (new version) 1961
as amended (the "Ordinance"). Accordingly, the 1999 Plan consists of three
elements: (i) the general terms and conditions of the Plan, (ii) the Fundtech
Employee Option Plan (the "1999 Israeli Plan") and (iii) the Fundtech Equity
Incentive Plan (the "1999 US Plan"). The 1999 Plan will increase the maximum
number of Ordinary Shares of Fundtech's Ordinary Shares that may be issued under
Fundtech's option plans by 500,000 Ordinary Shares to a total of 1,868,000
Ordinary Shares.

The following summary describes the material features of the proposed 1999 Plan
but is not intended to be complete and is qualified in its entirety by reference
to the copy of the 1999 Plan that is annexed to this Proxy Statement as Annex A.

Summary of 1999 Plan

General Terms and Conditions of the 1999 Plan

The purpose of the 1999 Plan is to enhance the ability of Fundtech and its
subsidiaries to (i) attract and retain employees and other persons or entities
who are in a position to make significant contributions to Fundtech's success;
(ii) reward such persons for such contributions; and (iii) encourage such
persons to take into account the long-term interest of Fundtech through
ownership of options to acquire Ordinary Shares (the "Options").

The Plan grants the Compensation Committee (the "Committee") plenary
authority to grant to Fundtech's employees or entities who are in position to
make a significant contribution to Fundtech's success (the "Grantees") options
to purchase Ordinary Shares (the "Option Award").

The number of Ordinary Shares that may be issued upon the exercise of
Option Awards shall not at the aggregate exceed 500,000, without further
Shareholders' approval. The maximum number of Ordinary Shares with respect to
which Option Awards may be granted to any individual Grantee under the Plan
during the term of the Plan shall not exceed 150,000. These limits are subject
to adjustments as provided in the 1999 Plan for stock splits, stock dividends,
issuance of bonus Ordinary Shares, mergers, reorganizations, recapitalizations
and other similar transactions or events. No adjustments shall be made for
dividends paid in cash or in property other than securities of Fundtech.

Any Ordinary Shares subject to an Option Award which for any reason is
cancelled or terminated without having been exercised and any Ordinary Shares
subject to an Option Award which are forfeited, shall again be available for
Option Awards under the Plan.

The instrument by which the Committee will grant Option Awards will state,
inter alia, the number of Ordinary Shares covered thereby, vesting terms, the
dates and prices when Options may be exercised, the schedule on which such
Ordinary Shares may be paid for and such other terms and conditions.

Unless otherwise specified by the Committee, all Option Awards which are
vested may be exercised for a period of up to 3 months from the date of
termination of an employee's employment (or a period of up to 6 months from the
date of termination of an employee's employment who was issued Option Awards
pursuant to the Israeli Plan), or up to 6 months from the date of termination of
employment in the case of an employee's death or disability, but in neither case
may an Option be exercised after the date originally scheduled for its
expiration or after July 31, 2009. Upon the completion of such 3 or 6 month
period, as the case may be, all Option Awards shall terminate and be of no
further force or effect.

Upon termination of an employment of a Grantee, for any reason whatsoever,
to the extent that any Option Award is not yet fully vested, such unvested
portion of such Option Award will terminate and be void.

Payment of the purchase price for Ordinary Shares purchased under an Option
Award will be made in cash or in such other form as the Committee may approve at
the time of grant.

Option Award and each benefit granted under the Plan to a Grantee shall not
be transferable otherwise than by will or the laws of descent and distribution,
and shall be exercisable during the Grantee's lifetime, only by the Grantee.

The Committee may, at any time and from time to time, terminate or amend
the 1999 Plan in any respect except that in no event may any action of Fundtech
alter or impair the rights of a Grantee without his consent under any Option
Award previously granted to him.

The 1999 Plan and all instruments issued thereunder or in connection
therewith, are governed by, and will be interpreted in accordance with, the laws
of the State of Israel.

The Plan shall terminate on July 31, 2009 (unless sooner terminated by the
Committee).

Terms and Conditions under the 1999 Israel Plan

The 1999 Israel Plan is designed to benefit from, and is made pursuant to,
the provisions of Section 102 and 3(I) of the Israeli Income Tax Ordinance
("Ordinance"). However, Option Awards granted under the Israel Plan to Israeli
Grantees subject to Israeli taxation may or may not contain such terms as will
qualify such Option Awards for the special tax treatment under section 102 of
the Ordinance.

Pursuant to the Israel Plan all Option Awards or Ordinary Shares issued by
reason of exercise of Option Awards are to be held by a trustee (the "Trustee")
which will not release such Option Awards or Ordinary Shares prior to the full
payment of the beneficiary Grantee's tax liabilities arising from such Options
Awards.

The Trustee shall hold option Awards granted under Section 102 of the
Ordinance for a minimum period of two years from the date of grant of such
Option Awards.

Terms and Conditions under the 1999 US Plan

Under the 1999 US Plan, the Committee may grant an employee of Fundtech who
is an "employee" as such term is used in Section 422 of the Code either
incentive stock options (the "ISO") (options intended to satisfy the
requirements of Section 422 of the Code), or nonqualified options (options not
intended to qualify as an incentive stock option) (the "NQSO"). Grantees other
than employees of Fundtech can only be granted an NQSO.

The exercise price for each ISO will not be less than 100%, or 110% in the
case of an ISO granted to a holder of ten percent or more of Fundtech's
outstanding capital stock, of the Fair Market Value (as defined in the 1999
Plan) of the Ordinary Shares on the date the Option Award is granted.

In no case will an Option be exercisable more than ten years (five years,
in the case of an ISO granted to a ten percent shareholder) from the date the
Option Award was granted.

The maximum aggregate number of Ordinary Shares which may be issued
pursuant to the exercise of ISO's shall be 150,000, subject to the above
mentioned adjustment.

Ordinary Shares tendered by a Grantee or withheld by Fundtech to satisfy
the tax withholding obligations, to the extent permitted by applicable law, on
the exercise or vesting of an Option Award shall be available again for Option
Awards under the Plan, but only to Grantees which are not subject to Section 16
of the Exchange Act.

The Committee will have the authority to make such amendments to any terms
and conditions applicable to outstanding Option Awards as are consistent with
the Plan provided that no such action will modify such Option Award in a manner
adverse to the Grantee without the Grantee's consent except as such modification
is provided for or contemplated in the terms of the Option Award.

No amendment of the 1999 Plan may be made without approval of the
shareholders of the Company if the amendment will: (i) disqualify any ISO
granted under the Plan; (ii) increase the total number of Ordinary Shares which
may be issued under the Plan; (iii) increase the maximum number of Ordinary
Shares with respect to Option Awards that may be granted to any individual under
the Plan; (iv) modify the requirements as to eligibility for participation in
the Plan.

Certain U.S. Federal Tax Consequences

The following is a brief summary of certain of the U.S. federal income tax
consequences of benefits granted under the 1999 US Plan. Statements in the
following paragraph are based on statutory authority and judicial and
administrative interpretations, as of the date of this Proxy Statement, which
are subject to change at any time (possibly with retroactive effect). The law is
technical and complex, and the discussion below represents only a general
summary. This summary is not intended to be exhaustive and does not describe
state or local tax consequences.

Incentive Stock Options

ISOs granted under the Plan are intended to meet the definitional
requirements of Section 422(b) of the Code for "incentive stock options."

Under the Code, the grantee of an ISO generally is not subject to federal
income tax upon the grant of such ISO. Similarly, the exercise of an ISO
generally does not give rise to federal income tax to the employee, provided
that (i) the federal "alternative minimum tax", which depends on the employee's
particular tax situation, does not apply and (ii) the employee is employed by
the Company or any subsidiary or parent corporation of the Company from the date
of grant of the option until three months prior to the exercise thereof, except
where such employment terminates by reason of disability (where the three month
period is extended to one year) or death (where this requirement does not
apply). If an employee exercises an ISO after the requisite periods referred to
in clause (ii) above, the ISO will be treated as a NQSO and will be subject to
the rules set forth below under the caption "Non-qualified Options." Further, if
after exercising an ISO, an employee disposes of the Ordinary Shares so acquired
after the longer of two years from the date of grant or one year from the date
of transfer of Ordinary Shares pursuant to the exercise of such ISO (the
"applicable holding period"), the employee will normally recognize a capital
gain or loss equal to the difference, if any, between the amount received for
the Ordinary Shares over the exercise price. The capital gain or loss will be
long-term or short-term depending on the employee's holding period. If, however,
an employee does not hold the Ordinary Shares so acquired for the applicable
holding period, thereby making a "disqualifying disposition," the employee would
recognize ordinary income in the year of the disqualifying disposition equal to
the excess of the fair market value of the Ordinary Shares at the time the ISO
was exercised over the exercise price and the balance, if any, will be long-term
or short-term capital gain depending on the employee's holding period. If the
disqualifying disposition is a sale or exchange that would permit a loss to be
recognized under the code (were a loss in fact to be realized), and the sales
proceeds are less than the fair market value of the Ordinary Shares on the date
of exercise, the employee's ordinary income therefrom would be limited to the
gain (if any) realized on the sale.

An employee who exercises an ISO by delivering Ordinary Shares previously
acquired pursuant to the exercise of an ISO is treated as making a
"disqualifying disposition" of such Ordinary Shares if the employee delivers
such Ordinary Shares before the expiration of the applicable holding period with
respect to such Ordinary Shares. Upon the exercise of an ISO with previously
acquired Ordinary Shares as to which no disqualifying disposition occurs, the
employee would not recognize gain or loss with respect to such previously
acquired Ordinary Shares.

A deduction will not be allowed to the Company for federal income tax
purposes with respect to the grant or exercise of an ISO or the disposition,
after the applicable holding period, of the Ordinary Shares acquired upon
exercise of an ISO. In the event of a disqualifying disposition, a federal
income tax deduction generally will be allowed to the Company in an amount equal
to the amount included in ordinary income by the employee, provided that such
amount constitutes an ordinary and necessary business expense to the Company, is
reasonable, the limitations of Sections 280G and

162(m) of the Code (as described below) do not apply and the Company satisfies
its withholding obligation, if any, with respect to such income.

Non-qualified Options

A NQSO is an Option Award that does not qualify as an "incentive stock
option" under Section 422(b) of the Code. An individual who receives a NQSO will
not recognize any taxable income upon the grant of such NQSO. Generally, upon
exercise of a NQSO, an individual will be treated as having received ordinary
income in an amount equal to the excess of the fair market value of the Ordinary
Shares at the time of exercise over the exercise price.

Any Grantee who is an officer of the Company or a beneficial owner of more
than ten percent (10%) of any class of registered equity securities of the
Company should consult with his or her tax advisor as to whether, as a result of
Section 16(b) of the Exchange Act and the rules and regulations thereunder that
are related thereto, the timing of income recognition is deferred for any period
following the exercise of a NQSO (i.e., the "Deferral Period"). If there is a
Deferral Period, absent a written election (pursuant to Section 83(b) of the
Code) filed with the Internal Revenue Service within 30 days after the date of
transfer of the Ordinary Shares pursuant to the exercise of the Option to
include in income, as of the transfer date, the excess (on such date) of the
fair market value of such Ordinary Shares over their exercise price, recognition
of income by the individual will be deferred until the expiration of the
Deferral Period.

The ordinary income recognized with respect to the transfer of Ordinary
Shares upon exercise of a NQSO under the Plan will be subject to both wage
withholding and employment taxes. In addition to the customary methods of
satisfying the withholding tax liabilities that arise upon the exercise of a
NQSO, an individual may satisfy the liability in whole or in part by directing
employer corporation to withhold Ordinary Shares from those that would otherwise
be issuable to the individual or by tendering other Ordinary Shares of Common
Stock owned by the individual. The withheld Ordinary Shares and other tendered
Ordinary Shares will be valued at their fair market value as of the date that
the tax obligation arises. Individuals who, by virtue of their positions with
the Company, are subject to Section 16(b) of the Exchange Act may elect this
method of satisfying the withholding obligation only during certain restricted
periods.

An individual's tax basis in the Ordinary Shares received on exercise of a
NQSO will be equal to the exercise price, amount of any cash paid on exercise,
plus the amount of ordinary income recognized by such individual as a result of
the receipt of such Ordinary Shares. The holding period for such Ordinary Shares
would begin just after the transfer of such Ordinary Shares or, in the case of
an officer or beneficial owner of more than 10% of any class of registered
equity securities of the Company who does not elect to be taxed as of the
exercise date, just after the expiration of the Deferral Period, if any. A
deduction for federal income tax purposes generally will be allowed to the
Company in an amount equal to the amount included in ordinary income by the
individual, provided that such amount constitutes an ordinary and necessary
business expense, is reasonable, the limitations of Sections 280G and 162(m) of
the Code do not

apply and the Company satisfies its withholding obligation, if any, with respect
to such income.

If an individual exercises a NQSO by delivering Ordinary Shares to the
Company, other than Ordinary Shares previously acquired pursuant to the exercise
of an ISO which is treated as a "disqualifying disposition" as described above,
the individual will not recognize gain or loss with respect to the exchange of
such Ordinary Shares, even if their then fair market value is different from the
individual's tax basis. The individual, however, will be taxed as described
above with respect to the exercise of the NQSO as if he or she had paid the
exercise price in cash, and the Company likewise generally will be entitled to
an equivalent tax deduction. So long as the individual receives a separate
identifiable stock certificate therefor, the tax basis and the holding period
for that number of Ordinary Shares received on such exercise that is equal to
the number of Ordinary Shares surrendered on such exercise will be equal to the
tax basis and include the holding period of those Ordinary Shares surrendered.
The individual's tax basis and holding period for the additional Ordinary Shares
received on exercise of a NQSO paid for, in whole or in part, with Ordinary
Shares will be the same as if the individual had exercised the NQSO solely for
cash.

With certain exceptions, Section 162(m) of the Code limits the Company's
deduction for compensation paid to executive officers in excess of $1 million
per executive per taxable year (including any deduction with respect to the
exercise of a NQSO or the disqualifying disposition of stock purchased pursuant
to an ISO). One such exception applies to certain performance based
compensation, provided that such compensation has been approved by Shareholders
in a separate vote and certain other requirements are met. If approved by the
Shareholders, the Company believes that options with an exercise price at least
equal to Fair Market Value on the date of grant granted under the Plan, at a
time when the Compensation Committee consists solely of two or more outside
directors (within the meaning of Section 162(m) of the Code) should qualify for
this exception.

The affirmative vote of the holders of a majority of the voting power
represented at the meeting in person or by proxy is necessary for approval of
the Fundtech Ltd. 1999 Employee Option Plan.

The Board of Directors recommends a vote FOR the approval of the FUNDTECH LTD.
1999 EMPLOYEE OPTION PLAN

PROPOSAL 7 - RATIFICATION AND APPROVAL OF THE INCREASE OF ORDINARY SHARES
RESERVED UNDER THE 1997 ISRAEL PLAN AND UNDER THE 1997 U.S. PLAN.

Background

Fundtech has used the 1997 Israel Plan and the 1997 U.S. Plan as one means
of attracting and retaining highly qualified employees by aligning the
employees' interest with those of Fundtech's other Shareholders. As of August
10, 1999 there were fewer than 124,845 Ordinary Shares remaining available for
grant under these plans.

For a summary of the material terms of the 102 Plan, 1996 U.S. Plan, 1997
Israel Plan and the 1997 U.S. Plan, see "Executive Compensation - Stock Option
Plans.

On December 31, 1997, the Compensation Committee decreased by 30,000 the
number of Ordinary Shares reserved for issuance upon exercise of options granted
pursuant to the 102 Plan and decreased by 36,750 the number of Ordinary Shares
reserved for issuance upon exercise of options granted pursuant to the 1996 U.S.
Plan. As part of the same resolution, the Compensation Committee reserved the
total of 67,750 Ordinary Shares for issuance upon exercise of options granted
pursuant to the 1997 Israeli Plan.

On July 19, 1998, the Board of Directors increased the number of Ordinary
Shares reserved for issuance pursuant to each of the 1997 Israel Plan and the
1997 U.S. Plan by 40,000 Ordinary Shares. On October 20, 1998 the Board of
Directors increased the total number of Ordinary Shares authorized for issuance
under Fundtech's various Stock Option Plans, including the 1997 Israel Plan and
the 1997 U.S. Plan, to a total of 1.2 million Ordinary Shares. On March 16, 1999
the Board of Directors further increased the number of Ordinary Shares reserved
for issuance pursuant to Fundtech's various Stock Option Plan to a total of 1.3
million Ordinary Shares. The Board of Directors is seeking the approval of its
Shareholders of the increases in the number of Ordinary Shares reserved under
Fundtech's various Stock Option Plans including the 1997 Israel Plan and the
1997 U.S. Plan.

The affirmative vote of the holders of a majority of the voting power
represented at the meeting in person or by proxy is necessary for ratification
and approval of the amendments in the number of Ordinary Shares reserved under
the 102 Plan, 1996 U.S. Plan, 1997 Israel Plan and the 1997 U.S. Plan.

The Board of Directors recommend a vote FOR the ratification and approval
of (i) the decrease of 30,000 Ordinary Shares reserved under the 102 Plan to a
total of 120,753 Ordinary Shares, (ii) the decrease of 36,750 Ordinary Shares
reserved under the 1996 U.S. Plan to a total of 235,500 Ordinary Shares, (iii)
the increase of 275,000 Ordinary Shares reserved under the 1997 Israeli Plan to
a total of 275,000 Ordinary Shares, and (iv) the increase of 201,747 Ordinary
Shares reserved under the 1997 U.S. Plan to a total of 626,747 Ordinary Shares,
all as set forth above.

PROPOSAL 8 - APPOINTMENT OF AUDITORS

Kost, Forer and Gabbay, a member of Ernst and Young International,
independent auditors, audited the financial statements of the Company for the
year ended December 31, 1998, contained in the Company's Annual Report on Form
10-K. The audit services consisted of the firm's audit of and report on such
financial statements and other annual financial statements of the Company and
other matters.

Representatives of Kost, Forer and Gabbay are expected to attend the Annual
Meeting and will have the opportunity to make a statement if they desire to do
so and will be available to respond to appropriate questions.

Based upon the recommendation of the Audit Committee, and subject to
ratification by the Shareholders, the Board of Directors has appointed Kost,
Forer and Gabbay, independent auditors, as auditors for the Company for the
fiscal year ending December 31, 1999.

The Board of Directors recommends a vote FOR such ratification.

PROPOSALS OF SHAREHOLDERS

The Company intends to hold the Annual Meeting of Shareholders for the year
2000 in the fall of next year. Any shareholder of the Company wishing to include
proposals in the proxy materials for such meeting must meet the requirements of
the rules of the Commission relating to shareholders' proposals. Such proposal
must be received by the Secretary of the Company in writing at the principal
executive offices of the Company prior to April 23, 2000.

OTHER BUSINESS

The Board of Directors of the Company is not aware of any other matters
that may be presented at the Annual Meeting other than those mentioned in the
attached Company's Notice of Annual Meeting of Shareholders. If any other
matters do properly come before the Annual Meeting, it is intended that the
persons named as proxies will vote, pursuant to their discretionary authority,
according to their best judgment in the interest of the Company.

ADDITIONAL INFORMATION

All of the expenses involved in preparing, assembling and mailing this
Proxy Statement and the accompanying materials will be paid by the Company. In
addition to solicitation by mail, directors, officers and regular employees of
the Company may solicit proxies by telephone, telegram or by personal
interviews. Such persons will receive no additional compensation for such
services. The Company will reimburse brokers and certain other persons for their
charges and expenses in forwarding proxy materials to the beneficial owners of
Ordinary Shares.

Copies of the Company's 1998 Annual Report to Shareholders are being mailed
to the shareholders simultaneously with this Proxy Statement. The financial
statements and financial information appearing in such Annual Report are
incorporated by reference herein.

By Order of the Board of Directors,

Michael S. Hyman
Vice President and Secretary

Ramat Gan, Israel
August 23, 1999

Annex A

FUNDTECH LTD.
1999 EMPLOYEE OPTION PLAN

This plan shall be known as the Fundtech Ltd. 1999 Employee Option Plan
(the "Plan"). The Plan is divided into two sub-plans: the Fundtech Employee
Option Plan (the "Israeli Plan") and the Fundtech Equity Incentive Plan (the "US
Plan").

1. Purpose

The purpose of the Plan is to enhance the ability of Fundtech Ltd. (the
"Company") and its subsidiaries to (i) attract and retain employees and other
persons or entities who are in a position to make significant contributions to
the success of the Company and its subsidiaries; (ii) reward such persons for
such contributions; and (iii) encourage such persons to take into account the
long-term interest of the Company through ownership of options ("Options") to
acquire ordinary Shares of the Company ("Ordinary Shares").

Under the Plan, the Company will be able to grant awards in the form of
Options as more fully described below.

2. Eligibility and Participation

Those eligible to receive Option Awards (as hereinafter defined) under the
Plan will be persons in the employ of the Company or any of its subsidiaries and
other persons or entities who, in the opinion of the Committee, are in a
position to make a significant contribution to the success of the Company or its
subsidiaries, including directors of or consultants to the Company or a
subsidiary of the Company. A "subsidiary" for purposes of the Plan will be a
corporation in which the Company owns, directly or indirectly, Ordinary Shares
possessing 50% or more of the total combined voting power of all classes of
Ordinary Shares.

3. Administration

3.1 The Plan will be administered by the Compensation Committee of the
Board of Directors (the "Committee"), which will consist of such
number of Directors of the Company (not less than two in number), as
may be fixed from time to time by the Board of Directors of the
Company. The Board of Directors shall appoint the members of the
Committee, may from time to time remove members from, or add members
to, the Committee and shall fill vacancies in the Committee however
caused.

3.2 The Committee shall select one of its members as its Chairman and
shall hold its meetings at such times and places as it shall
determine. Actions at a meeting of the Committee at which a majority
of its members are present or approved in writing by all members of
the Committee, shall be the valid acts of the Committee. The Committee
may appoint a Secretary, shall keep records of its meetings and shall
make such rules and regulations for the conduct of its business as it
shall deem advisable.

3.3 Subject to the terms and conditions of this Plan, the Committee shall
have full authority in its discretion, from time to time and at any
time, to determine (i) the persons to whom Option Awards (as
hereinafter defined) shall be granted ("Grantees"), (ii) the number of
Ordinary Shares to be covered by each Option Award, (iii) the time or
times at which the same shall be granted, (iv) the schedule and
conditions on which such Option Awards may be exercised and on which
such Ordinary Shares shall be paid for, including the terms of
vesting, exercise price and duration of the Options Awards, (v) any
contract or other writing to be entered into by the Company and
Grantees, and (vi) any other matter which is necessary or desirable
for, or incidental to, the administration of the Plan.

3.4 The Committee may from time to time adopt such rules and regulations
for carrying out the Plan as it may deem best. No member of the Board
of Directors or of the Committee shall be liable for any action or
determination made in good faith with respect to the Plan or any
Option Award granted thereunder.

3.5 The interpretation and construction by the Committee of any provision
of the Plan or of any Option Award thereunder shall be final and
conclusive.

4. Ordinary Shares Available Under The Plan

The aggregate number of Ordinary Shares that may be subject to Option
Awards granted under the Plan shall be 500,000 Ordinary Shares, subject to any
adjustment made in accordance with paragraph 9 hereof. The maximum number of
Ordinary Shares with respect to which Option Awards may be granted to any
individual participant under the Plan during the term of the Plan shall not
exceed 150,000 (subject to any adjustment made in accordance with paragraph 9
hereof). Any Ordinary Shares subject to an Option Award which for any reason is
cancelled or terminated without having been exercised and any Ordinary Shares
subject to an Option Award which are forfeited, shall again be available for
Option Awards under the Plan. The preceding sentence shall apply only for
purposes of determining the aggregate number of Ordinary Shares subject to
Option Awards but shall not apply for purposes of determining the maximum number
of Ordinary Shares with respect to which Option Awards (including the maximum
number of Ordinary Shares subject to Options) may be granted to any individual
participant under the Plan.

5. Option Awards

5.1 The Committee in its discretion may award to Grantees options to
purchase Ordinary Shares in the Company available under the Plan
("Option Awards"). The date of grant of each Option Award shall be the
date specified by the Committee at the time such award is made.

5.2 The instrument granting an Option Award shall state, inter alia, the
number of Ordinary Shares covered thereby, the vesting terms, the
dates when it may be exercised, the option exercise price, the
schedule on which such Ordinary Shares may be paid for and such other
terms and conditions

as the Committee at its discretion may prescribe, provided that they
are consistent with this Plan.

6. Exercise Price

The price at which Ordinary Shares may be acquired under an Option Award
shall be as determined by the Committee on the date of grant.

7. Exercise of Option Award

7.1 Option Awards shall be exercisable pursuant to the terms under which
they were awarded and subject to the terms and conditions of this
Plan.

7.2 An Option Award or any part thereof, shall be exercisable by the
Grantee's signing and returning to the Company at its principal
office, a "Notice of Exercise" in such form and substance or otherwise
as may be prescribed by the Committee from time to time.

7.3 Each payment for Ordinary Shares under an Option Award shall be in
respect of a whole number of Ordinary Shares, shall be effected in
cash or by a cashier's or certified check payable to the order of the
Company, or such other method of payment acceptable to the Company,
and shall be accompanied by a notice stating the number of Ordinary
Shares being paid for thereby.

7.4 Options granted under any single Option Award will become exercisable
at such time or times, and on and subject to such conditions, as the
Committee may specify.

7.5 Full payment for Ordinary Shares purchased must be made at the time of
the exercise of the Option, in whole or in part. Payment of the
purchase price will be made in cash or in such other form as the
Committee may approve at the time of grant.

7.6 No fractional Share shall be delivered under the Plan unless the
Committee shall determine the manner in which fractional Ordinary
Shares shall be treated.

8. Termination of Employment

8.1 Unless otherwise specified by the Committee, upon termination of an
employees employment, for any reason whatsoever, to the extent that
any Option Award is not yet fully vested, such unvested portion of
such Option Award shall terminate and be void. Temporary absences from
employment because of illness, vacation or leave of absence and
transfers among the Company and its subsidiaries shall not be
considered terminations of employment.

8.2 Unless otherwise specified by the Committee, all Option Awards which
are vested may be exercised for a period of up to 3 months from the
date

of termination of an employee's employment (or a period of up to 6
months from the date of termination of an employee's employment who
was issued Option Award pursuant to the Israeli Plan), or up to 6
months from the date of termination of employment in the case of an
employee's death or disability, but in neither case may an Option be
exercised after the date originally scheduled for its expiration. Upon
the completion of such 3-month or 6-month period, as the case may be,
all Option Awards shall terminate and be of no further force or
effect.

9. Adjustments

Upon the happening of any of the following described events, a Grantee's
right to purchase Ordinary Shares under the Plan shall be adjusted as
hereinafter provided:

9.1 If the Ordinary Shares shall be subdivided or combined into a greater
or smaller number of Ordinary Shares or if the Company shall issue any
Ordinary Shares as a share dividend on its outstanding Ordinary
Shares, the number of Ordinary Shares deliverable upon the exercise of
Options shall be appropriately increased or decreased proportionately,
and appropriate adjustments shall be made in the purchase price per
share to reflect such subdivision, combination or share dividend.

9.2 If the Company is to be consolidated with or acquired by another
entity in a merger or other reorganization in which the holders of the
outstanding voting Ordinary Shares of the Company immediately
preceding the consummation of such event, shall, immediately following
such event, hold, as a group, less than a majority of the voting
securities of the surviving or successor entity, or in the event of a
sale of all or substantially all of the Company's assets or otherwise
(each, an "Acquisition"), the Committee or the board of directors of
any entity assuming the obligations of the Company hereunder (the
"Successor Board"), shall, as to outstanding Options, either (i) make
appropriate provision for the continuation of such Options by
substituting on an equitable basis for the Ordinary Shares then
subject to such Options either (a) the consideration payable with
respect to the outstanding Ordinary Shares in connection with the
Acquisition, (b) Ordinary Shares of stock of the surviving or
successor company or (c) such other securities as the Successor Board
deems appropriate, the fair market value of which shall not exceed the
fair market value of Ordinary Shares subject to such Options
immediately preceding the Acquisition; or (ii) upon written notice to
the Grantees, provide that all Options must be exercised, to the
extent then exercisable or to be exercisable as a result of the
Acquisition, within a specified number of days of the date of such
notice, at the end of which period the Options shall terminate; or
(iii) terminate all Options in exchange for a cash payment equal to
the excess of the fair market value of the Ordinary Shares subject to
such Options (to the extent then exercisable or to be exercisable as a
result of the Acquisition) over the exercise price thereof.

9.3 In the event that the Company shall issue any of its Ordinary Shares
or other securities as bonus Ordinary Shares upon or with respect to
any Ordinary Shares which shall at the time be subject to a right of
purchase by a Grantee hereunder, each Grantee upon exercising such
right shall be entitled to receive (for the purchase price payable
upon such exercise), the Ordinary Shares as to which he is exercising
his said right and, in addition thereto (at no additional cost), such
number of Ordinary Shares of the class or classes in which such bonus
Ordinary Shares were declared, and such amount of cash in lieu of
fractional Ordinary Shares, as is equal to the amount of Ordinary
Shares and the amount of cash in lieu of fractional Ordinary Shares
which he would have received had he been the holder of the Ordinary
Shares as to which he is exercising his said right at all times
between the date of the granting of such right and the date of its
exercise.

9.4 Upon the happening of any of the foregoing events, the class,
aggregate number and individual limit of Ordinary Shares issuable
pursuant to the Plan (as set forth in paragraph 4 hereof), in respect
of which Option Awards have not yet been granted, shall also be
appropriately adjusted to reflect the events specified in paragraphs
9.1, 9.2 and 9.3 above.

9.5 The Committee shall determine the specific adjustments to be made
under this paragraph 9, and its determination shall be conclusive.

9.6 In the event of the proposed dissolution or liquidation of the
Company, each Option will terminate immediately prior to the
consummation of such proposed action or at such other time and subject
to such other conditions as shall be determined by the Committee.

9.7 Except as expressly provided herein, no issuance by the Company of
Ordinary Shares of any class, or securities convertible into Ordinary
Shares of any class, shall affect, and no adjustment by reason thereof
shall be made with respect to, the number or price of Ordinary Shares
subject to Options. No adjustments shall be made for dividends paid in
cash or in property other than securities of the Company.

10. Assignability

Each Option Award and each benefit granted under the Plan to a Grantee
shall not be transferable otherwise than by will or the laws of descent and
distribution, and shall be exercisable during the Grantee's lifetime, only by
the Grantee.

11. Amendment of the Plan

The Committee may, at any time and from time to time, terminate or amend
the Plan in any respect except that in no event may any action of the Company
alter or impair the rights of a Grantee without his consent under any Option
Award previously granted to him.

No amendment of the Plan may be made without approval of the shareholders
of the Company if the amendment will: (i) disqualify any ISO granted under the
Plan; (ii) increase the total number of Ordinary Shares which may be issued
under the Plan; (iii) increase the maximum number of Ordinary Shares with
respect to Option Awards that may be granted to any individual under the Plan;
(iv) modify the requirements as to eligibility for participation in the Plan.

12. Continuance of Employment

Neither the Plan nor the Agreement shall impose an obligation on the
Company or a subsidiary thereof, to continue any Grantee in its employ, and
nothing in the Plan or in any Option Award granted pursuant thereto shall confer
upon any Grantee a right to continue in the employ of the Company or a
subsidiary thereof, or restrict the right of the Company or a subsidiary
thereof, to terminate such employment at any time.

13. Governing Laws

The Plan and all instruments issued thereunder or in connection therewith,
shall be governed by, and interpreted in accordance with, the laws of the State
of Israel.

14. Tax Consequences

Any tax consequences arising from the grant or exercise of any Option Award
from the payment for Ordinary Shares covered thereby or from any other event or
act (of the Company or the Grantee) hereunder, shall be borne solely by the
Grantee. Furthermore, the Grantee shall agree to indemnify the Company and the
Trustee and hold them harmless against and from any and all liability for any
such tax or interest or penalty thereon, including, without limitation,
liabilities relating to the necessity to withhold, or to have withheld, any such
tax from any payment made to the Grantee. The Company shall have the right to
condition the obligation to deliver Ordinary Shares or vest Options under this
Plan upon the participant's paying the Company such amount as it may request to
satisfy any liability for applicable withholding taxes.

15. Rights as a Shareholder

Except to the extent specifically provided by the Plan, the receipt of an
Option Award will not give the recipient rights as a shareholder. The recipient
of an Option Award will obtain such rights, subject to any limitations imposed
by the Plan or the instrument evidencing the Option Award, upon actual receipt
of Ordinary Shares, or as the Committee shall otherwise determine it its
absolute discretion.

16. Conditions on Delivery of Ordinary Share

The Company will not be obligated to delivery any Ordinary Shares pursuant
to the exercise of Options or to remove any restrictions or legends from
Ordinary Shares previously delivered under the Plan until (a) in the opinion of
the Company's counsel, all applicable laws and regulations have been complied
with, (b) if the outstanding Ordinary Shares are at the time listed on any stock
exchange, until the Ordinary Shares to be delivered have been listed or
authorized to be listed on such exchange upon official notice of issuance, and
(c) until all other legal matters in

connection with the issuance and delivery of such Ordinary Shares have been
approved by the Company's counsel. If the sale of Ordinary Shares has not been
registered under the Securities Act of 1933, as amended, or the securities laws
of the State of Israel, the Company may require, as a condition to exercise of
the Award, such representations and agreements as counsel for the Company may
consider appropriate to avoid violation of such laws and may require that the
certificates evidencing such Ordinary Shares bear an appropriate legend
restricting transfer. If an Award is exercised by the Participant's legal
representative, the Company will be under no obligation to deliver Ordinary
Shares pursuant to such exercise until the Company is satisfied as to the
authority of such representative.

17. Effective Date

(a) The Plan shall be effective as of the later of (i) the date on which
the Plan was adopted by the Board of Directors or (ii) the date on which the
Plan was approved by the Company's shareholders (the "Effective Date"). Any
Option Awards granted under the Plan prior to the Effective Date shall be
effective as of the Effective Date.

(b) This Plan shall terminate on July 31, 2009 (unless sooner terminated by
the Committee).

A. SUB-PLAN FOR ISRAELI EMPLOYEES

1. Purpose

Options granted to Israeli Grantees subject to Israeli taxation under the
Israeli Plan may or may not contain such terms as will qualify such options for
the special tax treatment under section 102 of the Israeli Income Tax Ordinance
("102 Options"). Options that do not contain terms as will qualify them for the
special tax treatment under section 102 of the Israeli Income Tax Ordinance,
shall be referred to herein as Section 3(I) Options ("3(I) Options").

2. Trustee

2.1 (i) The 102 Options which shall be granted to Grantees and/or (ii) any
Ordinary Shares issued upon exercise of such 102 Options and/or (iii)
any other Ordinary Shares received subsequently following any
realization of rights resulting from a 102 Option (subsection (ii) and
(iii) Ordinary Shares are collectively referred to as "Resulting
Ordinary Shares") and/or (iv) 3(I) Options, shall be issued to a
Trustee nominated by the Board of Directors or the Committee, approved
in accordance with the provisions of Section 102 of the Israeli Income
Tax Ordinance (the "Trustee"). 102 Options and the Resulting Ordinary
Shares shall be held by the Trustee for the benefit of the Grantees
for a period of not less than 24 months from the date of grant.

Anything to the contrary notwithstanding, the Trustee shall not
release any 102 Options and/or a 3(I) Option which were not already
exercised into Ordinary Shares by the Grantee or release any Ordinary
Shares issued upon exercise of such Options prior to the full payment
of the Grantee's tax liabilities arising from such Options which were
granted to the Grantee and/or any Ordinary Shares issued upon exercise
of such Options.

Upon receipt of a 102 Option and/or a 3(I) Option, the Grantee will
sign the Option Agreement which shall be deemed as Grantee's
undertaking to exempt the Trustee from any liability in respect of any
action or decision duly taken and bona fide executed in relation with
the Option Plan, or any Option or Ordinary Share granted to the
Grantee thereunder or Ordinary Shares issued upon exercise of an
Option.

2.2 With respect to all Ordinary Shares issued upon the exercise of
Options purchased by the Grantee, the Grantee shall be entitled to
receive dividends in accordance with the number of such Ordinary
Shares, and subject to any applicable taxation on distribution of
dividends.

During the period in which Ordinary Shares issued to the Trustee on
behalf of a Grantee upon exercise of a 102 Options are held by the
Trustee, the cash dividends paid with respect thereto shall be paid
directly to the Grantee.

2.3 For As long as Ordinary Shares are held by the Trustee in favor of the
Grantee, all rights the Grantee possesses with respect to the Ordinary
Shares are personal, and can not be transferred, assigned, pledged or
mortgaged, other than by will or laws of descent and distribution. Any
such action, whether direct or indirect shall be void

2.4 The Board of Directors, the Committee and, if applicable, the Trustee,
shall not be required to release any share certificate issued upon
exercise of a 102 Option and/or a 3(I) Option to an Grantee until all
required payments have been fully made.

B. SUB-PLAN FOR US EMPLOYEES

1. Purpose

The purpose and intent of the US Plan is to provide participants
("Participants") who provide services in the US with opportunities to purchase
Ordinary Shares in the Company.

2. Options

2.1 An Option Award entitles the Participant to purchase a specified
number of Ordinary Shares at a specified exercise price. Both
"incentive stock options" ("ISO") as defined in Section 422 of the
Internal Revenue

Service Code of 1986 as amended (the "Code") and non-incentive stock
options ("NQSO") may be granted under the US Plan. ISOs may be awarded
only to employees.

2.2 The exercise price of each Option shall be determined by the
Committee, but in the case of an ISO shall not be less than 100% (110%
in the case of an ISO granted to a ten percent shareholder) of the
Fair Market Value (as hereunder defined) of a Share at the time the
ISO is granted and in no case shall the exercise price of an Option be
less, in the case of an original issue of authorized Ordinary Shares,
than the par value of an Ordinary Share.

2.3 For purpose of the Plan and any Option Award granted hereunder, Fair
Market Value shall be the closing price of the Ordinary Shares on the
date of calculation (or on the last preceding trading date if the
Ordinary Shares were not traded on such date) if the Ordinary Shares
are readily tradeable on a national securities exchange or other
market system, and if the Ordinary Share are not readily tradeable,
Fair Market Value shall mean the amount determined in good faith by
the Committee as the fair market value of the Ordinary Share. For
purposes of this Plan, "ten percent shareholder" shall mean any
Participant who at the time of grant owns directly, or is deemed to
own by reason of the attribution rules set forth in Section 424(d) of
the Code, Ordinary Ordinary Shares possessing more than 10 percent
(10%) of the total combined voting power of all classes of Ordinary
Shares of the Company or any of its subsidiaries.

2.4 In no case shall an Option be exercisable more than ten years (five
years, in the case of an ISO granted to a ten percent shareholder)
from the date the Option was granted.

2.5 The maximum aggregate number of Ordinary Shares which may be issued
pursuant to the exercise of ISO's shall be 150,000, subject to
adjustment pursuant to paragraph 9 of the Plan.

2.6 The aggregate Fair Market Value (determined as of the time the Option
Award is granted) of the Ordinary Share with respect to which ISO's
are exercisable for the first time by a participant during any
calendar year (under all option plans of the Company) shall not exceed
$100,000.

2.7 Ordinary Shares tendered by a participant or withheld by the Company
to satisfy the tax withholding obligations, to the extent permitted by
applicable law, on the exercise or vesting of an Award shall be
available again for Awards under the Plan, but only to participants
which are not subject to Section 16 of the Securities Exchange Act of
1934.

FUNDTECH LTD.

PROXY

ANNUAL MEETING OF SHAREHOLDERS TO BE HELD SEPTEMBER 7, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Reuven Ben-Menachem and Michael S.
Hyman, and each or any of them, proxies of the undersigned, with full power of
substitution to vote all of the shares of Fundtech Ltd., an Israeli corporation
(the "Company"), which the undersigned may be entitled to vote at the Annual
Meeting of Shareholders of the Company to be held at 12 Ha'hilazon Street (5th
floor), Ramat Gan, Israel on September 7, 1999 at 10:00 a.m. (local time) or at
any adjournment or postponement thereof, as shown on the voting side of this
card.

(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE.)

SEE REVERSE SIDE

789621\01

PLEASE DATE, SIGN AND MAIL YOUR

PROXY CARD BACK AS SOON AS POSSIBLE!

ANNUAL MEETING OF SHAREHOLDERS

FUNDTECH LTD.

SEPTEMBER 7, 1999

Please Detach and Mail in the Envelope Provided

[X] Please mark your votes
as in this example.

This proxy will be voted as specified. If a choice is not specified, this proxy
will be voted FOR the nominee directors, FOR Proposals 2,3,4,5,6,7 and 8 and in
the discretion of the proxies, with respect to all other matters which may
properly come before the meeting and any and all adjournments thereof.

FOR WITHHOLD
all nominees AUTHORITY
(except as to vote for
indicated) all nominees

[ ] [ ]

1 Elect the directors of Nominees: Reuven Ben-Menachem
the Company.
George M. Lieberman

Jay B. Morrison

Achi Racov

Rina Shainski

Eddy Shalev

Rimon Ben-Shaoul

(Instructions: To
withhold authority to
vote for any individual
nominee strike a line
through that nominee
name)

2 Ratify and approve an increase in the number of shares reserved for
issuance pursuant to the Company's Directors' Stock Option Plan.

FOR AGAINST ABSTAIN

[ ] [ ] [ ]

3 Approve the compensation of the Company's directors for 1999.

FOR AGAINST ABSTAIN

[ ] [ ] [ ]

4 Ratify and approve the compensation of Mr. Reuven Ben-Menachem, a member of
the Company's Board of Directors and Fundtech's CEO.

FOR AGAINST ABSTAIN

[ ] [ ] [ ]

5 Approve the grant of Option Awards to Ms. Rina Shainski and Mr. George
Lieberman, each a member of the Company's Board of Directors.

FOR AGAINST ABSTAIN

[ ] [ ] [ ]

6 Approve the 1999 Fundtech Ltd. Employee Option Plan.

FOR AGAINST ABSTAIN

[ ] [ ] [ ]

7 Ratify and approve amendments to the Company's 102 Plan, 1996 US Plan, 1997
Israel Plan and the 1997 US Plan, increasing the aggregate number of
Ordinary Shares reserved under such Plans.

FOR AGAINST ABSTAIN

[ ] [ ] [ ]

8 Ratify the appointment of Kost, Forer and Gabbay, independent certified
public accountants, as auditors for the Company for fiscal year 1999.

FOR AGAINST ABSTAIN

[ ] [ ] [ ]

Dated: , 1999
- -------------------- -------------------------------- --------
(SIGNATURE) (SIGNATURE IF HELD JOINTLY)

NOTE: This proxy should be dated and signed by the stockholder exactly as
the stockholder's name appears hereon and returned promptly in the
enclosed envelope. Persons signing in a fiduciary capacity should so
indicate. Please sign exactly as name(s) appear hereon. Joint owners
should each sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such.