Exhibit
4.1.1

       

       

      
         

        
          	      
                  
                     

                    TRANSLATION
      FROM HEBREW

                    THE
      BINDING VERSION IS THE HEBREW VERSION

                     

                  

                


        

         

      

       

       

      TRUSTEE
REPLACEMENT AGREEMENT

      


      Made
and entered into at Tel Aviv on the 11th day of
the month of June in the year 2009

      


      BY
AND BETWEEN

      Cellcom
Israel Ltd.

      Company
no. 51-193012-5

      10
Hagavish Street, Netanya

      (hereinafter,
the “Company”)

      of the first
part

      


      


      AND

      Reznik
Paz Nevo Trusts Ltd. (the New Trustee)

      Company
no. 51-3683474

      of 14 Yad
Harutzim Street, Tel Aviv, 67778

      (hereinafter,
“Reznik Paz
Nevo”)

      of the second
part

      


      


      
        	
                WHEREAS

              	
                on
      December 21, 2005 the Company and Aurora Fidelity Trust
      Ltd. (hereinafter, “Aurora”) signed a deed
      of trust (which was amended on February 27, 2006) (hereinafter, the “Deed of Trust”)
      according to which Aurora was appointed as trustee for the holders of
      debentures (Series A) of the Company which were listed for trading on the
      Tel Aviv Stock Exchange under a prospectus published by the Company on
      February 27, 2006 (hereinafter, the “Debentures” or the
      “Series”);
      and

              


      

      


      
        	
                WHEREAS

              	
                on
      August 5, 2008 Aurora notified the Company of its resignation from its
      office as trustee for the holders of the Debentures due to a possible
      suspected conflict of interests;
and

              


      

      


      
        	
                WHEREAS

              	
                the
      Company approached Reznik Paz Nevo with a request to serve as trustee for
      the holders of the Debentures and Reznik Paz Nevo agreed to assume the
      position as trustee for the aforesaid Series, as stated in the letter of
      consent dated February 1, 2009 which it provided the Company;
      and

              


      

      


      
        	
                WHEREAS

              	
                Reznik
      Paz Nevo declares that there is no legal prevention, including under the
      Securities Law, 5728-1968 and the guidelines of the Securities Authority
      issued thereunder, to its serving as trustee for the Series;
      and

              


      

      


      
        	
                WHEREAS

              	
                the
      general meeting of the holders of the Debentures which took place on
      February 24, 2009 duly approved the appointment of
  

              


      

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

       

      
        
           

          
            	      
                    
                       

                      TRANSLATION
      FROM HEBREW

                      THE
      BINDING VERSION IS THE HEBREW VERSION

                       

                    

                  


          

           

           

        

      

      

        Reznik
Paz Nevo as trustee for the holders of the Debentures in lieu of Aurora;
and

         

      

      
        	
                WHEREAS

              	
                on
      May 15, 2009 the Court approved the notice of resignation of Aurora from
      its office as trustee for the holders of the Debentures, and the
      appointment of Reznik Paz Nevo as trustee for the holders of the
      Debentures in lieu of Aurora.

              


      

      


      


      Now
therefore the parties hereto agree as follows:

      


      


      
        	
                1.

              	
                The
      Company declares that immediately prior to the date of execution of this
      Agreement it provided Reznik Paz Nevo a true and accurate copy of the Deed
      of Trust, inclusive of amendments and all its
  schedules.

              


      

      


      
        	
                2.

              	
                The
      Company declares that immediately prior to the date of execution of this
      Agreement:

              


      

      


      
        	
                 
      

              	
                2.1

              	
                To
      its best knowledge it is in compliance with all its undertakings under the
      Deed of Trust;

              


      

      


      
        	
                 
      

              	
                2.2

              	
                It
      is not aware of the existence of any cause for immediate repayment or a
      substantial suspicion that a cause for immediate repayment will exist in
      respect of the Deed of Trust and/or
Debentures;

              


      

      


      
        	
                 
      

              	
                2.3

              	
                There
      are no legal proceedings whatsoever pending against the Company in
      connection with the Debentures and/or the Deed of Trust and that the
      Company did not receive any demand or claim whatsoever in connection with
      the above.

              


      

      


      
        	
                3.

              	
                Immediately
      prior to the date of execution of this Agreement the Company performed all
      the payments which it was required to have paid to the holders of the
      Debentures under the Deed of Trust and
  Debenture.

              


      

      


      
        	
                4.

              	
                It
      is agreed that from May 15, 2009 (the “Effective Date”) Reznik
      Paz Nevo shall supersede Aurora in respect of the office of trustee under
      the Deed of Trust, so that from the Effective Date, Reznik Paz Nevo shall
      be deemed trustee for the Series of Debentures under the Deed of Trust for
      all intents and purposes. Reznik Paz Nevo assumes all the obligations and
      rights under the Deed of Trust from the Effective Date, so that the
      “Trustee”, as defined in the Deed of Trust, shall be from the Effective
      Date - Reznik Paz Nevo.

              


      

      


      
        	
                5.

              	
                It
      should be emphasized that except as set forth in this Amendment to the
      Deed of Trust, there is no further change to the provisions of the Deed of
      Trust (inclusive of its schedules) and the Debenture, which shall continue
      to remain in effect without change, except mutatis
      mutandis.

              


      

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

       

      
        
           

          
            	      
                    
                       

                      TRANSLATION
      FROM HEBREW

                      THE
      BINDING VERSION IS THE HEBREW VERSION

                       

                    

                  


          

           

           

        

      

       

      
        	
                6.

              	
                The
      provisions of this amendment to the Deed of Trust shall constitute an
      integral part of the Deed of Trust.

              


      

      


      


      In
witness whereof the parties hereto affix their signatures:

      
 

      
        	
                ( -
      )

                ____________________

                Cellcom
      Israel Ltd.

              	
                ( -
      )

                ____________________

                Reznik
      Paz Nevo Trusts Ltd.