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 (c) 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