Exhibit 10b
AMENDMENT NO. 1 TO LEGAL SERVICES AGREEMENT
Amendment No. 1, dated June 4, 1997, to that certain Legal Services
Agreement (the "Legal Services Agreement") between Bank Hapoalim B.M., an
Israeli banking corporation (the "Bank"), and Ampal-American Israel Corporation,
a New York corporation ("Ampal").
WHEREAS, the Bank and Ampal are parties to the Legal Services Agreement
whereby the Bank makes use of the legal services of ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇,
President of Ampal; and
WHEREAS, the Bank and Ampal wish to amend the Legal Services Agreement by
increasing the compensation that the Bank pays Ampal in return for the use of
▇▇. ▇▇▇▇▇▇▇▇▇'▇ services.
NOW, THEREFORE, it is agreed as follows:
1. All references to "Employee" or "Employees" in the Legal Services
Agreement or this Agreement shall be deemed to refer to ▇▇. ▇▇▇▇▇▇▇▇▇ only
and not to ▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, who is no longer an Employee of Ampal.
2. Section 1 of the Legal Services Agreement is hereby amended and
restated so that such Section 1 shall read in its entirety as follows:
"The Employee will continue in his present position with Ampal, while at
the same time performing legal services for the Bank estimated not to
exceed 50% of his aggregate business hours, in exchange for compensation
equal to $120,000 per annum, subject to upwards adjustment if the Bank
requires more than 50%
of Employee's aggregate business time. The Employee shall not be
considered an employee of the Bank and shall continue to be an employee of
Ampal.
3. Section 2 of the Legal Services Agreement is hereby deleted in its
entirety.
4. Sections 3-5 of the Legal Services Agreement are hereby renumbered
Sections 2-4.
5. For purposes of Section 5 of the Legal Services Agreement, the address
of both the Bank and Ampal shall be ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇
▇▇▇▇▇.
6. This Agreement shall be effective as of January 1, 1996.
7. Except as otherwise amended by this Agreement, the Legal Services
Agreement shall remain in full force and effect.
8. This Agreement may be executed by the parties hereto in one or more
counterparts, each of which together shall be deemed to constitute one and the
same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date set forth above.
BANK HAPOALIM B.M. AMPAL-AMERICAN ISRAEL
CORPORATION
By: /s/ ▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Joint Managing Director Chief Executive Officer
and Regional Manager
By: /s/ ▇▇▇▇▇▇▇ ▇. Kasatos
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Name: ▇▇▇▇▇▇▇ ▇. Kasatos
Title: Vice President