0001178913-05-000341 Sample Contracts

COMPENSATION AND INDEMNIFICATION AGREEMENT
Compensation and Indemnification Agreement • March 15th, 2005 • Ampal-American Israel Corp • Investors, nec • New York

This COMPENSATION AND INDEMNIFICATION AGREEMENT is made as of the 13th day of December, 2004 (this “Agreement”) among AMPAL-AMERICAN ISRAEL CORPORATION, a New York corporation (the “Corporation”), and each of YEHUDA KARNI, EITAN HABER, and MENAHEM MORAG (collectively, the “Directors”).

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STOCK OPTION CANCELLATION AGREEMENT
Stock Option Cancellation Agreement • March 15th, 2005 • Ampal-American Israel Corp • Investors, nec • New York

This STOCK OPTION CANCELLATION AGREEMENT is made as of the 30th day of November, 2004 (this “Agreement”), by and between Ampal-American Israel Corporation, a New York corporation with a principal place of business at 111 Arlozorov Street, Tel Aviv, 62098, Israel (the “Company”) and the individual identified as the Optionee on the signature page attached hereto (the “Optionee”).

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