Norampac, Inc.

Suggested conditional language (not knowing rest of paragraph):

1. On or before July ___, 1999, Counterparty and ECT shall execute an ISDA
Master Agreement and ISDA Credit Support Annex (the "Master Agreement").

2. Contemporaneously with the execution of the Master Agreement,
Counterparty shall amend this Transaction and Transaction ____ (each a
"Prior Transaction") to provide that (a) each Prior Transaction shall be
governed by and subject to the Master Agreement, (b) any Annex B or Annex B-1
supplementing the confirmation of each Prior Transaction shall be terminated
as of the effective date of the Master Agreement and the provisions of the
Master Agreement shall then govern each Prior Transaction and © certain
language contained in the confirmation of the Prior Transactions shall be
changed from (i) "Determination Period" to "Calculation Period", (ii)
"Alternate Floating Price Source" to "Fallback Reference Price", (iii) and
any reference to "Floating Price Source" shall be deleted.

PS Dale, please read and let me see in connection with the rest of the
economic terms