Exhibit 2.(B).3
 
 Unofficial
Translation
 
 
 Date:
December 2, 2009
 The
Tel-Aviv Stock Exchange Ltd.
 Economics
Department - Listing Unit
 via fax:
03-5105379
 
 Re: Conditions
of the Bonds (Series B) of Partner Communications Company Ltd. in “TACT
Institutional”
 
 Specified
hereunder are the conditions of the Bonds issued by us, being traded in the
“TACT Institutional” system, for the purpose of publication on the TASE
website:
    Security no.
      ___
              Bond
      name:
              Bonds
      (Series B)Rating:
              ilAA-/stable
      (Standard & Poor’s Maalot)
  InterestAnnual
      interest rate
                4%
      */**Number
      of interest payments per annum
                2
      (the biannual interest rate shall be 2%)*/**First
      interest rate
                2.002%
      (in annual terms 4%)*/**Date
      of first interest payment
                May
      31, 2010Date
      of entitlement to first interest payment
                May
      19, 2010Subsequent
      interest payment dates
                May
      31 and November 30 of each of the years 2010 through 2016 (last payment on
      November 30, 2016)Dates
      of entitlement to interest payments
                May
      19 and November 18 of each of the years 2010 through
  2016
  Redemption
      of the PrincipalNumber
      of redemption payments: 4
                Redemption
      in equal payments: yes
                  ______________________
                  ______________________Dates
      of redemption payments
                November
      30
                from
      2013 through 2016Dates
      of entitlement to redemption payments
                November
      18
                from
      2013 through 2016Discount
      rate (if any)
                None
  Linkage
      (Principal and Interest)Type
      of linkage
                Rate
      of the rise in the Consumer Price IndexRate
      date/Base Index
                CPI
      in respect of October 2009, as published on November 15,
    2009Rate
      value/Base Index
                104.9
 
 *
              It
      is clarified that the interest rate includes an interest increment at the
      rate of 0.6% per annum, which shall be paid until the publication date of
      a listing prospectus of the Bonds on the TASE. Subsequent to this date,
      the interest rate, in annual terms, shall be diminished by
      0.6%.
  **
              In
      the event of a decline in rating, 0.25% shall be added to this interest,
      as specified in clause 2.5.4 of the Trust Deed dated November 26,
      2009.
  [signatures
      and stamp]Partner
      Communications Company Ltd.
 Signature
      and stamp of the Company
  
 
 
 Amendment
to Trust Deed – Series B Bonds
 
 Amendment no. 1 to the Trust
Deed of November 26, 2009
  drawn
up and signed on the 3rd of
December, 2009
  between:
  PARTNER
COMMUNICATIONS COMPANY LTD.
 of 8 Amal
Street, Rosh Ha’ayin
 Tel:
+972-54-7814191; fax: + 972-54-7814193
 (hereinafter
– "the
Company")
 of the first
      part;
 and:
 ZIV
HAFT TRUST COMPANY LTD.
 of 46-48
Menachem Begin Street, Tel-Aviv
 Telephone:
+ 972-3-6386894
 Fax: +
972-3-6374344
 (hereinafter
– "the
Trustee")
 
 of the second
part;
  Whereas
              the
      Company and the Trustee (hereinafter: “the Parties”)signed a Trust
      Deed(hereinafter:
      “the Original Trust
      Deed”)on November 26,
      2009, pursuant whereto the Ziv Haft Trust Company Ltd. was appointed
      Trustee for the Holders of the Series B Bonds (hereinafter: “the
      Bondholders”);
  and
      whereas
              the
      Parties are required to amend the provisions of the Trust Deed, as
      specified hereunder, due to a requirement of the Tel-Aviv Stock Exchange
      Ltd. (hereinafter: “the
      TASE”) for the purpose of listing the Bonds in the TACT
      Institutional system;
  and
      whereas
              the
      Trustee has been convinced that the amendment specified hereunder cannot
      suffice to prejudice the
Bondholders;
  and
      whereas
              the
      Parties agree that the amendment specified hereunder is acceptable to them
      and corresponds with clause 23 of the Trust
  Deed;
  and
      whereas
              the
      Parties have agreed to engage in this Amendment to the Original Trust Deed
      in order to reflect the amendments required to the Original Trust Deed
      according to the requirements of the TASE, all as specified in This
      Amendment hereunder (hereinafter: “the
      Amendment”);
  1
 
 wherefore, the Parties agree, declare and stipulate as follows:
  1.
              Recitals
  1.1
              The
      recitals to This Amendment constitute an integral part of the Original
      Trust Deed.
  1.2
              This
      Amendment has been divided into clauses and clause headings have been
      added solely for the sake of convenience and reference, and they may not
      be used for interpretation
purposes.
  1.3
              All
      that stated in This Amendment in the plural also implies the singular and
      vice versa; all that stated in the masculine gender also implies the
      feminine and vice versa, and every reference to a person also implies a
      corporation, all provided that the Original Trust Deed does not contain
      any other express and/or implied provision and/or provided that the
      content or context does not dictate
otherwise.
  1.4
              Each
      of the Parties declares that it has the authority to sign This
      Amendment.
  2.
              The
      Amendments
  2.1
              In
      clause 2.2 of the Original Trust Deed, the sentence beginning with the
      words “If the discount rate” and ending with the words “if any” shall be
      deleted and the following paragraph shall be recorded in its
      place:
  “If the
discount rate that shall be affixed for the Series B Bonds subsequent to an
expansion of the series of Series B Bonds shall differ from the discount rate of
the Series B Bonds in circulation at that time, then, shortly before expanding
the Bond Series, the Company shall apply to the Israel Tax Authority in order to
receive its approval that, in relation to the deduction of tax at source from
the discount fees in respect of the Series B Bonds, a uniform discount rate
shall be affixed for the Series B Bonds, according a formula that weights the
differing discount rates of that Series, if any.”
  2
  2.2
                Clause
      2.2.3 of the Original Trust Deed shall be deleted and replaced with the
      following clause:
  “2.2.3
                Should
      such approval be received, the Company shall calculate the weighted
      discount rate in respect of all of the Series B Bonds, and shall report,
      prior to expanding the series, the rate of the uniform weighted discount,
      and shall deduct tax on the payment dates of the Series B Bonds according
      to such weighted discount rate and pursuant to the provisions of the Law.
      Should such approval not be received, then, shortly after receiving the
      Tax Authority’s notice, and before expanding the series, the Company shall
      report its failure to receive such approval, and that the uniform discount
      rate shall be the highest discount rate created in respect of the Series B
      Bonds. The Company shall deduct tax at source when paying the Bonds of
      that Series, according to the discount rate that shall be so
      reported.”
  2.3
              At
      the end of clause 2.5.4, the following paragraph shall be
      added:
  “It is
hereby clarified that, in the instance whereby the Bonds shall be listed for
trading on the TASE during an Interest Period, as this term is defined in clause
4 of the Conditions Recorded in the Overleaf of the Bond Certificate
(hereinafter: “Interest
Period”), the Company shall pay to each Bondholder at the end of the last
Trading Day in TACT Institutional (one Trading Day before trading of the Bonds
in TACT Institutional is discontinued) (hereinafter in this clause only: “the Record Date”) a one-time
payment at the height of the Interest Increment in Respect of a Decline in
Rating, in respect of the balance of the outstanding Principal of the Bonds for
the period commencing on the allotment date of the Bonds, or for the period
commencing at the beginning of the Interest Period during which the Bonds were
listed for trading, whichever is later (hereinafter: “the Beginning of
the  Interest Period”), and ending on the publication date of
the prospectus or the shelf offering report, whereby the Interest Increment in
Respect of a Decline in Rating shall be calculated according to 365 days in a
year and shall be paid according to the number of days from the Beginning of the
Interest Period that preceded the publication date of the prospectus and until
the publication date of the prospectus or the shelf offering report
(inclusively). The Company shall give notice to the TASE at least four Trading
Days prior to the Record Date regarding the Record Date and regarding the
interest rate that shall be paid. The Company shall also publish a notice
regarding the payment date of the Interest Increment in Respect of a Decline in
Rating as stated.”
  3
   2.4
              In
      the First Addendum to the Original Trust Deed, in clause 4 of the
      Conditions Recorded in the Overleaf, the paragraph beginning with the
      words: “and on November 30” and ending with the words: “see the above
      clause 2,” shall be split in two, so that the sentence beginning with the
      words: “The first payment of the interest shall be executed on May 31,
      2010” will begin a new paragraph. In addition, that same sentence
      beginning with the words: “The first payment of the interest shall be
      executed on May 31, 2010” shall be deleted and replaced with the following
      sentence:
  “The
first payment of the interest shall be executed on May 31, 2010 for the period
commencing November 29, 2009 and ending on May 31, 2010, whereby the Interest
Rate in respect of this period shall be 2.002%. For particulars regarding the
Company’s covenant to pay an Interest Increment at the rate of 0.6% per annum,
see clause 2 above.”
  2.5
              In
      the First Addendum to the Original Trust Deed, at the end of clause 5.1 of
      the Conditions Recorded in the Overleaf, the following sentence shall be
      added:
  “Two
Trading Days prior to the payment of the Principal and/or the Interest that were
not paid on time, the Company shall report in an Immediate Report the precise
interest rate that was paid, which shall include the biannual interest plus
Arrears Interest.”
  4
  2.6
              In
      the First Addendum to the Original Trust Deed, at the end of clause 5.6 of
      the Conditions Recorded in the Overleaf, the following paragraphs shall be
      added:
 
 “5.6.1        The tax rate applicable to
interest income from bonds
   Pursuant
to section 125.C(b) of the Income Tax Ordinance [New Version], 5721– 1961 (hereinafter:
“the Ordinance”), an
individual shall be liable for tax at the rate of 20% on interest, including
discount fees, accruing as of January 1, 2006, which originated in bonds fully
linked to the Index or to foreign currency, and at the rate of 15% on interest,
which originated in bonds not linked to the Index or to foreign currency, and
this income shall be deemed as the highest rung in his taxable income bracket.
The said tax rate shall not apply upon the fulfillment, inter alia, of one of
the following conditions: (1) the interest is income from a “business” pursuant
to section 2(1) of the Ordinance or is listed in the account ledgers of the
individual or is required to be so recorded; (2) the individual claimed a
deduction of interest and linkage differential expenses resulting from the
security; (3) the individual is a material shareholder of a company that is
paying the interest; (4) the individual is an employee in a company that paid
the interest, or the individual is a service-provider to the company or is
selling products to it, or the individual has other special relations with the
company, unless it has been proven, to the satisfaction of the tax assessor,
that the interest rate had been affixed with bona fides and without being
affected by the existence of such relations between the individual and the
company. In such instances, the individual shall be charged tax on interest or
discount fees at the individual’s marginal tax rate in accordance with section
121 of the Ordinance.
  In an
instance whereby the Bonds are fully linked to the Consumer Price Index or to
foreign currency, or whereby their par value is quoted in foreign currency, as a
rule, an individual shall be exempt from tax on the linkage differentials that
were generated in respect of the Bond Principal. Linkage differentials generated
from the interest, constitute interest, for tax purposes.
  5
 
 The tax
rate applicable to the interest income or the discount fees of a body of persons
being a resident of Israel, other than a body of persons to which the provisions
of section 9(2) of the Ordinance apply when determining its income, with the
exception of the matter of section 3(h) of the Ordinance regarding accrued
interest originating from bonds traded on the TASE, is the corporate tax rate
pursuant to section 126(a) of the Ordinance (26% in 2009, 25% in 2010), which
shall be gradually reduced to the rate of 18% in the 2016 tax year and
thereafter.
  As of
January 1, 2009, interest, discount fees or linkage differentials payable to a
foreign resident are exempt from tax, provided that the income is not in the
permanent enterprise of the foreign resident in Israel.
  The
exemption shall not apply in the following instances:
  (a)
                when
      the foreign resident is a material shareholder,
  or;
  (b)
                when
      the foreign resident is a “relative,” as this term is defined in paragraph
      (3) of the definition of “relative” in section 88 of the Ordinance, of the
      issuing body of persons, or;
  (c)
                when
      the foreign resident is an employee, a service-provider, or sells products
      to the issuing body of persons, or has special relations with the body
      (unless it has been proven that the interest rate or the discount fee had
      been affixed with bona
      fides and without being affected by the existence of special
      relations).
  If the
exemption as stated above does not apply, the tax rate that shall apply to
interest income of foreign residents (an individual or a body of persons)
originating in the securities shall be charged in accordance with the provisions
of the Ordinance or in accordance with the provisions of treaties preventing
double taxation signed between the State of Israel and the country of domicile
of the foreign resident.
  6
  A mutual
fund is exempt, as well as provident funds, and bodies exempt from tax pursuant
to section 9(2) of the Ordinance are exempt from tax in respect of such income
from interest or discount fees, all being subject to the provisions of section
3(h) of the Ordinance regarding accrued interest during the period of the
holding of another. The tax rate applicable to a taxable mutual fund’s income
from interest or discount fees shall be the tax rate applicable to the income of
an individual when the income does not constitute income from a
“business.”
  When
redeeming a CPI-linked bond, the linkage differentials shall be deemed part of
the proceeds and the provisions of the Ordinance concerning the calculation of
the capital gain shall apply, as specified above.
  5.6.2 Deduction of tax at source
from interest on the Bonds
  Pursuant
to the Income Tax Regulations (Deduction from Interest, Dividend or Certain
Profits), 5766– 2005
(hereinafter: “the Deduction
Regulations”) and the provisions of section 170 of the Ordinance, the
rate of tax that must be deducted at source on interest (as this term is defined
in the aforesaid Regulations) payable on the Bonds being offered, is as
follows:
   2.6.1.1
                twenty
      percent regarding an individual (also a foreign resident) other than a
      material shareholder in the company paying the interest, and, regarding
      securities that are not linked to the Index or to foreign currency –
      15%.
  2.6.1.2
                the
      maximum tax rate prescribed in section 121 of the Ordinance regarding an
      individual who is a material shareholder in the company paying the
      interest, or who is an individual employed by a body of persons or who
      provides services to it or sells products to
it.
  7
  2.6.1.3
                regarding
      a body of persons (resident of Israel and foreign resident), tax shall be
      deducted at the corporate tax rate prescribed in section 126(a) of the
      Ordinance. Notwithstanding that stated above, the rate of the tax
      deduction at source in the case of foreign residents (individuals and
      bodies of persons) might be reduced according to the tax assessor’s
      approval regarding treaties for the prevention of double taxation signed
      between the State of Israel and the country of domicile of the foreign
      resident.
    Provident
funds, mutual funds and other bodies listed in the addendum to the Interest
Deduction Regulations are exempt from deduction of tax at source.
  The
Company shall deduct at source the tax payments that it must deduct at source
from the interest payments that it shall pay to the Bondholders, except in
relation to bodies exempt from tax deduction at source as stated. According to
the Law, on the payment dates of the Bond Principal, the Company shall deduct
tax at source in respect of the discount fees, as specified above.
  Regulation
4 of the Income Tax Regulations (Calculation of Capital Gain in a Sale of a
Security Traded on the TASE, a Government Loan or a Mutual Fund Unit), 5763– 2002, prescribes that,
when redeeming bonds traded on the TASE in which discount fees are also paid,
the proceeds with the addition of the discount fees shall be deemed as the
proceeds of the redemption, if all of the following are fulfilled: (1) the
capital gain in the sale of the bond is not tax exempt; (2) a capital loss was
created on the redemption date; and (3) the redemption is not by a controlling
shareholder or by anyone that held the Bond since the date of the allotment or
issue thereof; and all up to the height of the capital loss. The discount fees
deemed as proceeds pursuant to these provisions shall not be deemed income
pursuant to section 2(4) of the Ordinance.”
  8
 2.7
              In
      the Second Addendum to the Original Trust Deed, clause 6(a) shall be
      deleted and the following paragraph shall be recorded in its
      place:
  “6.      (a)
              The
      Bondholders are entitled to participate and vote during any general
      meeting either personally or by proxy. The voting during any meeting of
      Bondholders shall be conducted according to a counting of votes, so that
      each Bondholder or its proxy shall be entitled to one vote in respect of
      each NIS 1 par value of the inclusive outstanding par value of the Bonds
      by virtue whereof it is entitled to vote. In the instance of joint
      Holders, only the vote of the party requesting to vote that is listed
      first among them in the Register, whether personally or by proxy, shall be
      accepted.”
  2.8
              No
      change whatsoever shall apply to the rest of the provisions of the
      Original Trust Deed.
  3.
              As
      stated, the provisions of This Amendment to the Trust Deed shall
      constitute an integral part of the Trust
Deed.
 
 And in witness whereof, the
      parties have hereunto
signed:
    [signatures and
      stamp]
              [signatures
      and stamp]Partner
      Communications Company Ltd.
              Ziv
      Haft Trust Company Ltd.
 
 I, the
undersigned, Ilanit
Kisoss, Adv., confirm that This Trust Deed has been duly
signed by Partner Communications Company Ltd. in accordance with its Articles of
Association, by Messrs. David Avner and Emanuel Avner, whose
signatures are binding upon the Company in relation to This Deed.
 
 [signature and
stamp]
 Ilanit
Kisoss, Advocate
 License
no. 28092