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Exhibit 4(a)(i)-D

English Summary of
Agreement relating to the Establishment of  
HOT Telecom Ltd.,
dated October 2003

An Agreement dated October 2003, as
amended in November 2003 (the Agreement) was signed among Domestic Operator
 Limited Partnership (Tevel), Matav Investments Ltd.
(Matav), and Telecom Gold 2001  Limited Partnership (Golden
Channels) (Tevel, Matav and Golden Channels are referred to individually as a
Party, and collectively as, the Parties).

Under the Agreement, the Parties
agreed to establish a company (with the liability of its shareholders limited) under
Israeli law (the Company), under the name HOT Telecom.

The Agreement provides that
authorized share capital of the Company is to be NIS 1,000 divided into 10,000 ordinary
shares of nominal value NIS 0.01 each.

The Company will issue shares to the
parties in consideration for payment of their nominal value, as follows:

| |  | Tevel
3,236 ordinary shares
| | - | ----------------------------

| |  | Golden
Channels  4,107 ordinary shares
| | - | ---------------------------------------

| |  | Matav
2,657 ordinary shares
| | - | ----------------------------

Simultaneously with the issuance of
such shares, the Parties are to be issued rights in a limited partnership through which
the Parties will establish and operate telephony services according to the Agreement and
in which the Company shall serve as general partner (the Limited Partnership).
Each Partys rights in the Limited Partnership will be according to the same relative
percentage shareholding in the Company.

Each Partys percentage
shareholding in the Company will change from time to time, such that it will be identical
to such Partys percentage holding of rights in the Limited Partnership.

The Board of Directors of the Company
is to consist of 6 directors. Each Party is entitled to appoint (and replace) 2 directors
for so long as such Party holds at least 10% of the issued and paid capital of the
Company. The relative voting rights of the directors will be in accordance with the
percentage shareholding in the Company of the Party that appointed them. A quorum of the
Board of Directors requires the presence of at least one director appointed by each Party.
Certain actions require the affirmative vote of holders of 90% of the rights in the
Limited Partnership, or the consent of at least one director appointed by each Party.
Certain actions require the affirmative vote of holders of 80% of the rights in the
Limited Partnership or the affirmative vote of directors representing at least 80% of the
voting rights on the Board of Directors.

The objective of the Company is to
serve as general partner of the Limited Partnership. The Company will hold 1% of the
rights in the Limited Partnership.



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The Parties agree to perform the
Business Plan attached as Annex A to the Agreement or any other plan adopted
by the Company in accordance with the Agreement and which meets the conditions of the
approval of the Controller of Restrictive Business Practices to the proposed merger of the
three cable companies. The Parties commit to provide financing to the Company in
accordance with the Agreement and the Business Plan. A party that fails to provide its
portion of the required financing will be subject to dilution of its shareholdings in the
Company.

Each Party or group of Parties that
hold 25% of the issued and paid shares of the Company or 25% of the rights in the Limited
Partnership shall be entitled to terminate the employment of the General Manager of the
Limited Partnership.

The Agreement includes provisions
relating to the operation of the Limited Partnership, including with respect to the use of
each Partys cable networks.

The ability of the Parties to
transfer or pledge their shares in the Company are subject to certain limitations.

The relevant affiliates of the
Parties undertake to make their respective parts of the cable network available to the
Company and/or the Limited Partnership, and all of such affiliates that have cable
broadcast licenses guarantee the obligations of the Party (belonging to the same group of
companies) under the Agreement. The foregoing obligations will also apply to any
transferee of parts of the cable network or the cable broadcast licenses, as applicable.

In the event the proposed full merger
of the cable companies takes place within 36 months of the date of signature of the
Agreement, all of the shares and business of the Company, including the business of the
Limited Partnership, will be transferred to the merged entity.

Disputes arising out of the Agreement
are to be resolved by arbitration before one arbitrator.

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