0001019155-06-000039 Sample Contracts

and OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY RECEIPTS Amended and Restated Deposit Agreement Dated as of _________________, 2006
Deposit Agreement • March 24th, 2006 • Partner Communications Co LTD • Radiotelephone communications • New York

AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of _______________, 2006 among PARTNER COMMUNICATIONS COMPANY LTD., incorporated under the laws of the State of Israel (herein called the Company), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued hereunder.

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