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Exhibit 10j

COMPENSATION AND INDEMNIFICATION AGREEMENT

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).

WHEREAS,
the Corporations Board of Directors (the Board of Directors), by
unanimous written consent dated October 28, 2004, appointed the Directors as members of a
Special Committee of the Board of Directors (the Special Committee) for the
purpose of reviewing, evaluating and responding to any proposed transaction from Yosef A.
Maiman, the Chairman of the Board of Directors and owner of 100% of the economic shares of
Y.M. Noy Investments Ltd., the controlling shareholder of the Corporation, and to examine,
to the extent the Special Committee deems necessary, alternatives thereto;

WHEREAS,
in order to induce the Directors to serve on the Special Committee and to accept the
additional duties, responsibilities and burdens of such service, the Corporation wishes to
provide them with the compensation and indemnification arrangements set forth herein; and

WHEREAS,
the Directors are willing to serve and continue to serve on the Special Committee on the
terms set forth herein.

NOW,
THEREFORE, in consideration of the foregoing, the parties hereto do hereby agree as
follows:

Section 1.       
Service on the Special Committee. Each Director hereby agrees to serve as a member
of the Special Committee on the terms provided for herein so long as such appointment by
the Board of Directors shall remain in effect. Each Director may, however, resign from
such position at any time and for any reason. The Corporations obligation to
indemnify each such Director as contemplated by this Agreement shall continue in full
force and effect notwithstanding any such termination of appointment or resignation.

Section 2.        
Compensation and Expense Reimbursement. In return for his services as a member of
the Special Committee, each Director shall be entitled to receive from the Corporation a
fee in the amount of $35,000 payable in seven equal monthly installments beginning on
October 28, 2004. Each director shall also be entitled to receive from the Corporation a
fee in the amount of $1,500 per each meeting of the Special Committee he attends. In
addition, each Director shall be reimbursed by the Corporation for his reasonable
out-of-pocket travel and other expenses incurred in connection with his service on the
Special Committee.

Section 3.        
General Right to Indemnification.

| | (a)         The
Corporation hereby confirms that the rights conferred upon the members of its Board of
Directors pursuant to Article 7 of its By-Laws are fully applicable to the Directors in
their capacity as members of the Special Committee. Any subsequent amendment to such
By-Laws which is intended to diminish, or has the effect of diminishing, the rights of
Directors to indemnification shall not be applicable to the Directors for their service
on the Special Committee, whether such service was rendered before or after the adoption
of such amendment.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | (b)         The
Corporation hereby agrees to indemnify and hold harmless (including, without limitation,
by advancement of expenses) each Director with respect to his service on, and any matter
or transaction considered by, the Special Committee to the fullest extent authorized or
permitted by law.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)         In
addition to (but not in duplication of) the general right to indemnification set forth in
Article 7 of its By-Laws and this Section 3, and any other rights to indemnification to
which the Directors are entitled under applicable law or otherwise, the Corporation
hereby agrees to provide each Director with respect to his service on, and any matter or
transaction considered by, the Special Committee the specific rights to indemnification
set forth in ýSection 3 through 4 of this Agreement.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Section 4.        
Indemnification for a Proceeding, etc.

(a)        Proceedings
Other Than Proceedings by or in the Right of the Corporation. Each Director shall be
entitled to the rights of indemnification provided in this Section 4(a) if, by reason of
his status as a person who is or was a member of the Special Committee or was otherwise a
director of the Corporation (Corporate Status), he is, or is threatened to be
made, a party to or participant in any Proceeding (as hereinafter defined) other than a
Proceeding by or in the right of the Corporation. Pursuant to this Section 4(a), each
Director shall be indemnified against all expenses, judgments, penalties, fines and
amounts paid in settlement actually and reasonably incurred by him or on his behalf in
connection with such Proceeding or any claim, issue or matter therein, if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best interests
of the Corporation and, with respect to any criminal Proceeding, had no reasonable cause
to believe his conduct was unlawful. For purposes of this Agreement, fines
shall include, without limitation, excise taxes assessed against the Director with respect
to an employee benefit plan.

(b)        Proceedings
by or in the Right of the Corporation. Each Director shall be entitled to the rights
of indemnification provided in this Section 4(b) if, by reason of his Corporate Status, he
is, or is threatened to be made, a party to or participant in any Proceeding brought by or
in the right of the Corporation to procure a judgment in its favor. Pursuant to this
Section 4(b), each Director shall be indemnified against all expenses actually and
reasonably incurred by him or on his behalf in connection with such Proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation; provided, however, that, if applicable law so provides, no
indemnification against such expenses shall be made in respect of any claim, issue or
matter in such Proceeding as to which such Director shall have been finally adjudged to be
liable to the Corporation unless and to the extent that the Supreme Court of the State of
New York shall determine that such indemnification may be made.

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(c)        Indemnification
for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other
provision of this Agreement, to the extent that a Director is, by reason of his Corporate
Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he
shall be indemnified to the maximum extent permitted by law against all expenses actually
and reasonably incurred by him or on his behalf in connection therewith. If a Director is
not wholly successful in such Proceeding but is successful, on the merits or otherwise, as
to one or more but less than all claims, issues or matters in such Proceeding, the
Corporation shall indemnify such Director against all expenses actually and reasonably
incurred by him or on his behalf in connection with each successfully resolved claim,
issue or matter. For purposes of this Section 4(c) and without limitation, the termination
of any claim, issue or matter in such a Proceeding by dismissal, with or without
prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

(d)        Additional
Indemnity. In addition to, and without regard to any limitations on, the
indemnification provided for in Sections 4(a)-(c), the Corporation shall and hereby does
indemnify and hold harmless each Director against all expenses, judgments, penalties,
fines and amounts paid in settlement actually and reasonably incurred by him or on his
behalf if, by reason of his Corporate Status he is, or is threatened to be made, a party
to or participant in any Proceeding (including a Proceeding by or in the right of the
Corporation). The only limitation that shall exist upon the Corporations obligations
pursuant to this Agreement shall be that the Corporation shall not be obligated to make
any payment to a Director that is finally determined (under the procedures, and subject to
the presumptions, set forth in Sections 6, 7 and 8 hereof) to be unlawful under New York
law.

(e)        Contribution
In The Event Of Joint Liability.

| | (i)         Whether
or not the indemnification provided in Section 4(a)-(d) hereof is available, in respect
of any threatened, pending or completed action, suit or proceeding in which the
Corporation is jointly liable with any Director (or would be if joined in such action,
suit or proceeding), the Corporation shall pay, in the first instance, the entire amount
of any judgment or settlement of such action, suit or proceeding without requiring such
Director to contribute to such payment and the Corporation hereby waives and relinquishes
any right of contribution it may have against such Director. The Corporation shall not
enter into any settlement of any action, suit or proceeding in which the Corporation is
jointly liable with a Director (or would be if joined in such action, suit or proceeding)
unless such settlement provides for a full and final release of all claims asserted
against such Director.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | (ii)         Without
diminishing or impairing the obligations of the Corporation set forth in the preceding
subparagraph, if, for any reason, a Director shall elect or be required to pay all or any
portion of any judgment or settlement in any threatened, pending or completed action,
suit or proceeding in which the Corporation is jointly liable with such Director (or
would be if joined in such action, suit or proceeding), the Corporation shall contribute
to the amount of expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred and paid or payable by such Director in proportion to the relative
benefits received by the Corporation and all officers, directors or employees of the
Corporation other than such Director who are jointly liable with him (or would be if
joined in such action, suit or proceeding), on the one hand, and the Director, on the
other hand, from the transaction from which such action, suit or proceeding arose;
provided, however, that the proportion determined on the basis of relative benefit may,
to the extent necessary to conform to law, be further adjusted by reference to the
relative fault of the Corporation and all officers, directors or employees of the
Corporation other than such Director who are jointly liable with the Director (or would
be if joined in such action, suit or proceeding), on the one hand, and the Director, on
the other hand, in connection with the events that resulted in such expenses, judgments,
fines or settlement amounts, as well as any other equitable considerations which the law
may require to be considered. The relative fault of the Corporation and all officers,
directors or employees of the Corporation other than the Director who are jointly liable
with him (or would be if joined in such action, suit or proceeding), on the one hand, and
the Director, on the other hand, shall be determined by reference to, among other things,
the degree to which their actions were motivated by intent to gain personal profit or
advantage, the degree to which their liability is primary or secondary, and the degree to
which their conduct is active or passive.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)         The
Corporation hereby agrees to fully indemnify and hold each Director harmless from any
claims of contribution which may be brought by officers, directors or employees of the
Corporation who may be jointly liable with such Director.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Section 5.        
Advancement of Expenses and Costs. If a Director is made or threatened to be made
a party to a Proceeding, the Director is entitled, upon written request to the
Corporation, to payment or reimbursement by the Corporation, within 10 days of receipt of
the request, of all expenses, including, without limitation, attorneys fees and
disbursements, incurred by the Director, whether prior to or after the final disposition
of the Proceeding. Such request shall reasonably evidence the expenses incurred by the
Director and shall include or be preceded or accompanied by an undertaking by or on
behalf of such Director to repay any expenses advanced if it shall ultimately be
determined by a court of competent jurisdiction that such Director is not entitled to
such expenses. Any advances and undertakings to repay pursuant to this Section 5 shall be
unsecured and interest free and shall be accepted without reference to financial ability
to make the repayment. A Directors entitlement to such expenses shall include those
incurred in connection with any Proceeding by such Director seeking an adjudication
pursuant to this Agreement.

Section 6.        
Determination of Entitlement to Indemnification or Advances. It is the intent of
this Agreement to secure for each Director rights of indemnity that are as favorable as
may be permitted under the law and public policy of the State of New York. Accordingly,
the parties agree that the following procedures and presumptions shall apply in the event
of any question as to whether a Director is entitled to indemnification under this
Agreement:

| | (a)         To
obtain indemnification (including, without limitation, the advancement of expenses and
contribution by the Corporation) under this Agreement, a Director shall submit to the
Corporation a written request, including therein or therewith such documentation and
information as is reasonably available to such Director and is reasonably necessary to
determine whether and to what extent a Director is entitled to indemnification. The
Secretary of the Corporation shall, promptly upon receipt of such a request for
indemnification, advise the Board of Directors in writing that such Director has
requested indemnification.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | (b)        Upon
written request by a Director for indemnification pursuant to the first sentence of
Section 6(a) hereof, a determination, if required by applicable law, with respect to a
Directors entitlement thereto shall be made in the specific case by one of the
following three methods, which shall be at the election of such Director: (1) by a
majority vote of the Disinterested Directors (as defined in Section 16 of this
Agreement), even though less than a quorum, (2) by Independent Legal Counsel in a written
opinion, or (3) by the stockholders.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)         If
the determination of entitlement to indemnification is to be made by Independent Legal
Counsel pursuant to Section 6(b) hereof, the Independent Legal Counsel shall be selected
as provided in this Section 6(c). The Corporation and its Board of Directors agree that,
in the event of an election to use an Independent Legal Counsel under Section 6(b), that
such election shall, by virtue of, among other things, their approval of this Agreement,
be deemed at the direction of the directors of the Corporation. The Independent Legal
Counsel shall be selected by the Director (unless such Director shall request that such
selection be made by the Board of Directors). Such Director or the Corporation, as the
case may be, may, within 10 days after such written notice of selection shall have been
given, deliver to the Corporation or to the Director, as the case may be, a written
objection to such selection; provided, however, that such objection may be asserted only
on the ground that the Independent Legal Counsel so selected does not meet the
requirements of Independent Legal Counsel as defined in Section 16(b) of this
Agreement, and the objection shall set forth with particularity the factual basis of such
assertion. Absent a proper and timely objection, the person so selected shall act as
Independent Legal Counsel. If a written objection is made and substantiated, the
Independent Legal Counsel selected may not serve as Independent Legal Counsel unless and
until such objection is withdrawn or a court has determined that such objection is
without merit. If, within 30 days after submission by a Director of a written request for
indemnification pursuant to Section 6(a) hereof, no Independent Legal Counsel shall have
been selected and not objected to, either the Corporation or the Director may petition
the Supreme Court of the State of New York or other court of competent jurisdiction for
resolution of any objection which shall have been made by the Corporation or such
Director to the others selection of Independent Legal Counsel and/or for the
appointment as Independent Legal Counsel of a person selected by the court or by such
other person as the court shall designate, and the person with respect to whom all
objections are so resolved or the person so appointed shall act as Independent Legal
Counsel under Section 6(b) hereof. The Corporation shall pay any and all fees and
expenses of Independent Legal Counsel incurred by such Independent Legal Counsel in
connection with acting pursuant to Section 6(b) hereof, and the Corporation shall pay all
fees and expenses incident to the procedures of this Section 6(c), regardless of the
manner in which such Independent Legal Counsel was selected or appointed.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d)         The
Corporation acknowledges that a settlement or other disposition short of final judgment
may be successful if it permits a party to avoid expense, delay, distraction, disruption
and uncertainty. In the event that any action, claim or proceeding to which a Director is
a party is resolved in any manner other than by adverse judgment against such Director
(including, without limitation, settlement of such action, claim or proceeding with or
without payment of money or other consideration) it shall be presumed (unless there is a
preponderance of competent evidence to the contrary) that such Director has been
successful on the merits or otherwise in such action, suit or proceeding.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | (e)         Each
Director shall reasonably cooperate with the person, persons or entity making such
determination with respect to such Directors entitlement to indemnification,
including providing to such person, persons or entity upon reasonable advance request any
documentation or information which is not privileged or otherwise protected from
disclosure and which is reasonably available to such Director and reasonably necessary to
such determination. Any Independent Legal Counsel, member of the Board of Directors, or
stockholder of the Corporation shall act reasonably and in good faith in making a
determination under this Agreement of a Directors entitlement to indemnification.
Any costs or expenses (including, without limitation, attorneys fees and
disbursements) incurred by a Director in so cooperating with the person, persons or
entity making such determination shall be borne by the Corporation (irrespective of the
determination as to such Directors entitlement to indemnification) and the
Corporation hereby indemnifies and agrees to hold each Director harmless therefrom.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Section 7.        
Presumptions and Effect of Certain Proceedings. In making a determination with
respect to entitlement to indemnification hereunder, the persons or entity making such
determination shall presume (unless there is clear and convincing evidence to the
contrary) that a Director is entitled to indemnification under this Agreement if such
Director has submitted a request for indemnification in accordance with this Agreement.
If the person(s) so empowered to make such determination shall have failed to make the
requested determination within 60 days after receipt by the Corporation of such request,
the requisite determination of the Directors entitlement to indemnification shall
be deemed to have been made and such Director shall be absolutely entitled to such
indemnification absent actual and material fraud. A Director shall be deemed to have
acted in good faith if such Directors action is based on the records or books of
account of the Corporation, including financial statements, or on information supplied to
such Director by the officers of the Corporation in the course of their duties, or on the
advice of legal counsel for the Corporation or the Special Committee or on information or
records given or reports made to the Corporation or the Special Committee by an
independent certified public accountant, by a financial advisor or by an appraiser or
other expert selected with reasonable care by the Corporation or the Special Committee.
In addition, the knowledge and/or actions, or failure to act, of any other director,
officer, trustee, partner, managing member, fiduciary, agent or employee of the
Corporation shall not be imputed to a Director for purposes of determining the right to
indemnification under this Agreement. Whether or not the foregoing provisions of this
ýSection 7 are satisfied, it shall in any event be presumed (unless there is clear
and convincing evidence to the contrary) that each Director has at all times acted in
good faith and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the Corporation. Neither the failure of the Corporation (including by
its directors or Independent Legal Counsel) to have made a determination prior to the
commencement of any action pursuant to this Agreement that indemnification is proper in
the circumstances because a Director has met the applicable standard of conduct, nor an
actual determination by the Corporation (including by its directors or Independent Legal
Counsel) that such Director has not met such applicable standard of conduct, shall be a
defense to the action or create a presumption that such Director has not met the
applicable standard of conduct. The termination of a Proceeding described in ýSection
3 hereof by judgment, order, settlement or conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, (a) establish that the Director does not meet the
criteria for entitlement to indemnification set forth in ýSection 3 hereof or (b) otherwise
adversely affect the rights of such Director to indemnification except as may be provided
herein.

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Section 8.        
Remedies of Director in Cases of Determination not to Indemnify or to Advance Expenses.
In the event that (i) a determination is made that a Director is not entitled to
indemnification hereunder, (ii) advancement of expenses is not timely made pursuant to
ýSection 5 hereof, (iii) no determination of entitlement to indemnification shall
have been made pursuant to ýSection 6 hereof within 90 days after receipt by the
Corporation of the request for indemnification, (iv) payment of indemnification is not
made pursuant to this Agreement within 10 days after receipt by the Corporation of a
written request therefore, or (v) payment of indemnification is not made within 10 days
following a determination of entitlement to indemnification pursuant to ýSection 6
and ýSection 7 hereof, such Director shall be entitled to a final adjudication in
an appropriate court of the State of New York or any other court of competent
jurisdiction of his entitlement to such indemnification or advance. Such judicial
proceeding shall be made de novo and such Director shall not be prejudiced by
reason of a determination (if so made) that he or she is not entitled to indemnification.
If a determination is made or deemed to have been made pursuant to the terms of ýSection
6 or ýSection 7 hereof that a Director is entitled to indemnification, the
Corporation shall be bound by such determination and shall be precluded from asserting
that such determination has not been made or that the procedure by which such
determination was made is not valid, binding and enforceable. The Corporation further
agrees to stipulate in any such court that the Corporation is bound by all the provisions
of this Agreement and is precluded from making any assertion to the contrary. If a court
of competent jurisdiction shall determine that a Director is entitled to any
indemnification hereunder, the Corporation shall pay all expenses (including, without
limitation, attorneys fees) and costs actually incurred by such Director in
connection with such adjudication (including, without limitation, any appellate
proceedings). If a Director commences a judicial proceeding or arbitration pursuant to
this Section 8, such Director shall not be required to reimburse the Corporation for any
advances pursuant to Section 5 hereof until a final determination is made with respect to
such Directors entitlement to indemnification (as to which all rights of appeal
have been exhausted or lapsed). The Corporation shall indemnify and hold harmless each
Director to the fullest extent permitted by law against all expenses and, if requested by
such Director, shall (within 10 days after the Corporations receipt of such written
request) advance such expenses to such Director, which are incurred by the Director in
connection with any judicial proceeding or arbitration brought by the Director (a) to
enforce his rights under, or to recover damages for breach of, this Agreement or any
other indemnification, advancement or contribution agreement or provision of the
Corporations Amended and Restated Certificate of Incorporation (the Certificate
of Incorporation) or By-Laws now or hereafter in effect or (b) for recovery or
advances under any insurance policy maintained by any person for the benefit of the
Director, regardless of whether the Director ultimately is determined to be entitled to
such indemnification, advance, contribution or insurance recovery, as the case may be.
Interest shall be paid by the Corporation to a Director at the legal rate under New York
law for amounts which the Corporation indemnifies or is obliged to indemnify for the
period commencing with the date on which Director requests indemnification (or
reimbursement or advancement of any expenses) and ending with the date on which such
payment is made to the Director by the Corporation.

Section 9.         
Reimbursement for Expenses of Witness. To the extent that a Director has served as
a witness in any Proceeding at a time when such Director has not been made or threatened
to be made a party to the Proceeding, the Corporation shall reimburse such Director for
all expenses actually and reasonably incurred by him or on his behalf in connection
therewith.

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Section 10.         
      Other Rights of Indemnification and Insurance.

| | (a)         The
indemnification and advancement of expenses (including, without limitation, attorneys fees)
and costs provided by this Agreement shall not be deemed exclusive of any other rights to
which any Director may now or in the future be entitled under any agreement, provision of
the By-Laws, or provision of the Certificate of Incorporation, vote of stockholders or
Disinterested Directors of the Corporation, provision of law or otherwise.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)         To
the extent that the Corporation maintains an insurance policy or policies providing
liability insurance for directors, officers, employees, or agents or fiduciaries of the
Corporation or of any other corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise which such person serves at the request of the
Corporation (the Current D&O Policy), each Director shall be covered by
such policy or policies in accordance with its or their terms to the maximum extent of
the coverage available for any such director, officer, employee or agent under such
policy or policies. For a period of six (6) years from the date hereof, the Corporation
hereby covenants and agrees to maintain the Current D&O Policy on terms and subject
to conditions at least as favorable to the Directors as the terms and conditions that
exist as of the date of this Agreement. In the event that, notwithstanding the foregoing,
the Current D&O Policy is no longer in full force and effect or is otherwise
unavailable, for a period of six (6) years from the date hereof, the Corporation shall
obtain and maintain a policy or policies of insurance providing liability insurance for
the Directors on terms and subject to conditions not materially different from, and in no
way less favorable to the Directors than, the Current D&O Policy; provided that
the Corporation shall not be required to pay an aggregate premium for such insurance
coverage in excess of 300% of the amount of the premium for the Current D&O Policy on
the date of this Agreement, but shall, in such case, purchase as much coverage as
possible for such amount.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Section 11.        
Attorneys Fees and Other Expenses to Enforce Agreement. In the event that a
Director is subject to or intervenes in any Proceeding in which the validity or
enforceability of this Agreement is at issue or seeks an adjudication or award in
arbitration to enforce his rights under, or to recover damages for breach of, this
Agreement, such Director, if he or she prevails in whole or in part in such action, shall
be entitled to recover from the Corporation and shall be indemnified by the Corporation
against, any actual expenses for attorneysfees and disbursements reasonably
incurred by him.

Section 12.        
Duration of Agreement. This Agreement shall continue until and terminate upon the
later of: (a) ten (10) years after a Director has completed his service as a member of
the Special Committee; or (b) the final termination of all pending or threatened
actions, suits, Proceedings or investigations with respect to the Special Committee. This
Agreement shall be binding upon the Corporation and its successors and assigns and shall
inure to the benefit of each Director and his spouse, assigns, heirs, devisees,
executors, administrators or other legal representatives.

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Section 13.         
Severability. If any provision or provisions of this Agreement shall be held to be
invalid, illegal or unenforceable for any reason whatsoever: (a) the validity,
legality and enforceability of the remaining provisions of this Agreement (including,
without limitation, all portions of any paragraphs of this Agreement containing any such
provision held to be invalid, illegal or unenforceable, that are not themselves invalid,
illegal or unenforceable) shall not in any way be affected or impaired thereby; and (b) to
the fullest extent possible, the provisions of this Agreement (including, without
limitation, all portions of any paragraph of this Agreement containing any such provision
held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or
unenforceable) shall be construed so as to give effect to the intent manifested by the
provision held invalid, illegal or unenforceable.

Section 14.        
Identical Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original but all of
which together shall constitute one and the same agreement. Only one such counterpart
signed by the party against whom enforceability is sought needs to be produced to
evidence the existence of this Agreement.

Section 15.        
Headings. The headings of the paragraphs of this Agreement are inserted for
convenience only and shall not be deemed to constitute part of this Agreement or to
affect the construction thereof.

Section 16.        
      Definitions.  For purposes of this Agreement:

| | Disinterested
Directors shall mean a director of the Corporation who is not a member of the
Special Committee and who is not at the time a party to the Proceeding in respect of
which indemnification is being sought by a Director.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Independent
Legal Counsel means a law firm or a member of a law firm that is experienced in
matters of corporation law and who has not represented the Corporation or related
organization, or a director, officer, member of a committee of the board, or employee,
whose indemnification is in issue. Notwithstanding the foregoing, the term Independent
Legal Counsel shall not include any person who, under the applicable standards of
professional conduct then prevailing, would have a conflict of interest in representing
either the Corporation or any Director in an action to determine such Directors
right to indemnification under this Agreement. The Corporation agrees to pay the fees of
the Independent Legal Counsel referred to above and to fully indemnify such counsel
against any and all expenses, claims, liabilities and damages arising out of or relating
to this Agreement or its engagement pursuant hereto.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Proceedingmeans
a threatened, pending, or completed civil, criminal, administrative, arbitration, or
investigative proceeding, including, without limitation, a proceeding by or in the right
of the Corporation.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Section 17.         
Modification and Waiver. No supplement, modification or amendment of this
Agreement shall be binding unless executed in writing by all of the parties hereto. No
waiver of any of the provisions of this Agreement shall be deemed or shall constitute a
waiver of any other provisions hereof (whether or not similar) nor shall such waiver
constitute a continuing waiver.

Section 18.         
Notice by Director. Each Director agrees promptly to notify the Corporation in
writing upon being served with any summons, citation, subpoena, complaint, indictment,
information or other document relating to any matter which may be subject to
indemnification covered hereunder, either civil, criminal or investigative.

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Section 19.         
Notices. All notices, requests, demands and other communications hereunder shall
be in writing and shall be deemed to have been duly given if (i) delivered by hand and
receipted for by the party to whom said notice or other communication shall have been
directed or (ii) mailed by certified or registered mail with postage prepaid, on the
third business day after the date on which it is so mailed:

| | If
to Mr. Karni, to:
| | --------------------

| | Mr. Yehuda Karni
8 Levitan St. app.# 34
Tel-Aviv 69204
Israel
Telecopy: (+972) 3 641-2248
with a copy to:
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, New York 10019
Attention: Morton A Pierce, Esq.; and
Jack S. Bodner, Esq.
Telecopy: (212) 259-6333
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | If
to Mr. Haber , to:
| | ---------------------

| | Mr. Eitan Haber
Geo-Pol Ltd,
14 Abba Hilel St.
Ramat Gan 52506
Israel
Telecopy: (+972) 3 751-8396
with a copy to:
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, New York 10019
Attention: Morton A Pierce, Esq.; and
Jack S. Bodner, Esq.
Telecopy: (212) 259-6333
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | If
to Mr. Morag, to:
| | --------------------

| | Mr. Menahem Morag
26 Hanegba St.
Ness-Ziona 70400
Israel
Telecopy: (+972) 8 940-4008
with a copy to:
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, New York 10019
Attention: Morton A Pierce, Esq.; and
Jack S. Bodner, Esq.
Telecopy: (212) 259-6333
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | If
to the Corporation, to:
| | --------------------------

| | Ampal-American Israel Corporation
Attn: Mr. Jack Bigio
111 Arlozorov Street
Tel Aviv, Israel 62098
with a copy to:
Bryan Cave LLP
1290 Avenue of the Americas
New York, New York  10104
Attn:  Kenneth L. Henderson, Esq.
Telecopy:  (212) 541-1357
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | or
to such other address as may have been furnished to the Directors by the Corporation or
to the Corporation by a Director, as the case may be.
| | ------------------------------------------------------------------------------------------------------------------------------------------------

Section 20.        
      Governing  Law. The parties  agree that this  Agreement  shall be governed by, and
 construed and enforced in accordance with, the laws of the State of New York.

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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first above written.

| |  | AMPAL-AMERICAN ISRAEL CORPORATION:BY: /s/ JACK BIGIO
Jack Bigio, Chief Executive Officer
| |  | ------------------------------------------------------------------------------------------------------

| |  | BY: /s/ YORAM FIRON
Yoram Firon,  Vice  President -  Investments and Corporate Affairs
| |  | ----------------------------------------------------------------------------------------------------

|/s/ YEHUDA KARNI
Yehuda Karni
|-------------------------------------------

|/s/ EITAN HABER
Eitan Haber
|-----------------------------------------

|/s/ MENAHEM MORAG
Menahem Morag
|---------------------------------------------

12

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