Summary of AMPAL-AMERICAN ISRAEL CORP

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) (i) On December 8, 2008, the Stock Option and Compensation Committee (the "Committee") of the Board of Directors (the "Board") of Ampal-American Israel Corporation (the "Company") and the Board approved the repricing of outstanding options (the "Outstanding Options") to purchase, in the aggregate, 2,270,000 shares of the Company's Class A Stock, par value $1.00 ("Class A Stock"), which were previously granted to ten of the Company's current employees, executive officers and directors pursuant to the Company's 2000 Incentive Plan (the "Plan"). The Outstanding Options had been originally issued with exercise prices ranging from $3.12 to $5.35 per share, which prices represented the then current market prices of Class A Stock on the dates of the original grants. The repricing was effected by cancelling the Outstanding Options, and granting to each holder of cancelled Outstanding Options a new option, with a 10 year term, to purchase the total number of shares of Class A Stock underlying such cancelled Outstanding Options, at an exercise price equal to $1.17 per share, the closing price of Class A Stock on NASDAQ on December 5, 2008, the most recent closing price prior to the approval by the Board and the Committee (each such new option, a "Repriced Option" and collectively, the "Repriced Options").

Each Repriced Option granted to a holder of cancelled Outstanding Options maintains the vesting schedule of such cancelled Outstanding Options. The cancellation of the Outstanding Options and the granting of the Repriced Options were made pursuant to the Plan and pursuant to a Stock Option Certificate executed by each recipient of a Repriced Option, the form of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

The Committee and the Board believe that, as a result of the Outstanding Options having exercise prices well above the recent trading price of Class A Stock, the Outstanding Options were no longer achieving the purposes for which they were intended and that it was in the best interest of the Company to reprice the Outstanding Options in order to provide adequate incentives to the option holders.

In connection with the repricing, the following Outstanding Options held by the Company's Chief Executive Officer, Chief Financial Officer and other named executive officers (as set forth in the Company's Definitive Proxy Statement relating to the annual meeting of the shareholders held on November 5, 2008, filed with the Securities and Exchange Commission on October 17, 2008) were repriced:

                 Outstanding Options Cancelled in the Repricing



                                               Number of Shares
                                 Option        Underlying Stock    Exercise Price
          Optionee             Grant Date          Options           Per Share
 Yosef A. Maiman - Chairman  August 16, 2002       250,000              3.12
 of the Board, President,
 CEO and

                                                Number of Shares
                                 Option         Underlying Stock    Exercise Price
         Optionee              Grant Date           Options           Per Share
Director
                            December 12, 2006       250,000              5.06
Irit Eluz - CFO, Senior      August 16, 2002         78,000              3.12
Vice President - Finance,
and Treasurer
                            October 28, 2004        280,000              3.50
Yoram Firon - Secretary and  August 16, 2002         68,500              3.12
Vice President -
Investments and Corporate
Affairs
                            October 28, 2004        190,000              3.50
Amit Mantsur - Vice         December 2, 2003         58,000              3.69
President - Investments
                            October 28, 2004         15,000              3.50

                   Repriced Options Granted in the Repricing



                  Number of
                    Shares
                  Underlying
   Optionee     Stock Options     Expiration                   Vesting
Yosef A. Maiman    500,000     December 7, 2018 - 359,375 shares are vested and
- Chairman of                                   exercisable on December 8, 2008
the Board,                                      - 140,625 shares shall vest and
President, CEO                                  become exercisable, in installments
and Director                                    of 15,625 shares, beginning on
                                                December 12, 2008 and thereafter on
                                                the 12th day of the month of each
                                                subsequent three month period until
                                                and including December 12, 2010

                  Number of
                    Shares
                  Underlying
   Optionee     Stock Options     Expiration                   Vesting
Irit Eluz -        358,500     December 7, 2018 - 358,500 shares are vested and
CFO, Senior                                     exercisable on December 8, 2008
Vice President
- Finance, and
Treasurer
Yoram Firon -      258,500     December 7, 2018 - 258,500 shares are vested and
Secretary and                                   exercisable on December 8, 2008
Vice President
- Investments
and Corporate
Affairs
Amit Mantsur -      73,000     December 7, 2018 - 73,000 shares are vested and
Vice President                                  exercisable on December 8, 2008
- Investments

(ii) On December 8, 2008, the Board and the Committee also approved (a) the grant to each of Erez I. Meltzer, Director of the Company and CEO of Gadot Chemical Tankers and Terminals Ltd., a wholly owned subsidiary of the Company, Daniel Vaknin, Independent Director, and Joseph Geva, Director, of an option to purchase 180,000 shares of Class A Stock at an exercise price of $1.17 per share, vesting in sixteen equal quarterly installments, and (b) the grant to Zahi Ben-Atav, Vice President - Accounting and Controller, of an option to purchase 40,000 shares of Class A Stock at an exercise price of $1.17 per share, vesting in sixteen equal quarterly installments. These options were granted pursuant to the Plan and pursuant to a Stock Option Certificate executed by each recipient, the form of which is attached hereto as Exhibit 10.2 and incorporated herein by reference.