CHANGE IN CONTROL AGREEMENT





THIS AGREEMENT, made as of the 24th day of September, 2001, by and between

Bowater Incorporated, a Delaware corporation having a mailing address of 55 East

Camperdown Way, P.O. Box 1028, Greenville, South Carolina 29602 (the

"Corporation"), and _______________ of ______________________ (the "Executive").



         WHEREAS, the Corporation considers it essential to the best interests

of its stockholders to foster the continued employment of key management

personnel; and



         WHEREAS, the uncertainty attendant to a change in control of the

Corporation may result in the departure or distraction of management personnel

to the detriment of the Corporation and its stockholders; and



         WHEREAS, the Board of Directors of the Corporation (the "Board") has

determined that appropriate steps should be taken to reinforce and encourage the

continued attention and dedication of members of the Corporation's management,

including Executive, to their assigned duties in the event of a change in

control of the Corporation.



         NOW THEREFORE, it is hereby agreed as follows:



1.       DEFINITIONS



         The following terms shall have the meanings assigned to them below.



         (a)      "Accrued Compensation" shall mean all amounts earned or

                  accrued through the Termination Date but not paid as of the

                  Termination Date including (i) the Base Amount, (ii)

                  reimbursement for reasonable and necessary expenses incurred

                  by the Executive on behalf of the Corporation during the

                  period ending on the Termination Date, (iii) vacation pay, and

                  (iv) any bonus award with respect to the Corporation's fiscal

                  year ended prior to the Termination Date.



         (b)      "Acquiring Person" shall mean the Beneficial Owner, directly

                  or indirectly, of securities representing 20% or more of the

                  combined voting power of the Corporation's then outstanding

                  securities, not including (except as provided in clause (i) of

                  the next sentence) securities of such Beneficial Owner

                  acquired pursuant to an agreement allowing the acquisition of

                  up to and including 50% of such voting power approved by

                  two-thirds of the members of the Board who are Board members

                  before the Person becomes Beneficial Owner, directly or

                  indirectly, of securities representing 5% or more of the

                  combined voting power of the Corporation's then outstanding

                  securities. Notwithstanding the foregoing, (i) securities

                  acquired pursuant to an agreement described in the preceding

                  sentence will be included in determining whether a Beneficial

                  Owner is an







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                  Acquiring Person if, subsequent to the approved acquisition,

                  the Beneficial Owner acquires 5% or more of such voting power

                  other than pursuant to such an agreement so approved; and (ii)

                  a Person shall not be an Acquiring Person if such Person is

                  eligible to and files a Schedule 13G under the Exchange Act

                  with respect to such Person's status as a Beneficial Owner of

                  all securities of the Corporation of which the Person is a

                  Beneficial Owner.



         (c)      "Affiliate" and "Associate" shall have the respective meanings

                  ascribed to such terms in Rule 12b-2 of the General Rules and

                  Regulations under the Exchange Act, as in effect on the date

                  hereof.



         (d)      "Base Amount" shall mean the greater of (i) the Executive's

                  annual base salary at the rate in effect immediately prior to

                  the Change in Control and (ii) the Executive's annual base

                  salary at the rate in effect on the Termination Date.



         (e)      "Beneficial Owner" of securities shall mean (i) a Person who

                  beneficially owns such securities, directly or indirectly, or

                  (ii) a Person who has the right to acquire such securities

                  (whether such right is exercisable immediately or only with

                  the passage of time) pursuant to any agreement, arrangement or

                  understanding (whether or not in writing) or upon the exercise

                  of conversion rights, exchange rights, warrants, options or

                  otherwise.



         (f)      "Bonus Amount" shall mean an amount equal to the maximum

                  amount the Executive could have been paid under the

                  Corporation's annual or other short term cash incentive plans

                  in effect immediately prior to the Change in Control for the

                  fiscal year in which the Change in Control occurred or, if

                  higher, the maximum amount under such plans in effect at the

                  Termination Date based on the Executive's then base salary and

                  position.



         (g)      "Cause" shall mean and be limited to the Executive's gross

                  negligence, willful misconduct or conviction of a felony,

                  which has a demonstrable and material adverse effect upon the

                  Corporation; provided that if Cause exists by virtue of the

                  Executive's gross negligence or willful misconduct that is

                  capable of being cured, the Corporation shall give the

                  Executive written notice of the alleged negligence or

                  misconduct and if the Executive cures the negligence or

                  misconduct within thirty (30) days after receipt of the

                  notice, such Cause shall cease to exist and the Corporation

                  shall not terminate the Executive's employment therefor. The

                  Executive shall be deemed to have been terminated for Cause as

                  of the effective date stated in a Notice of Termination

                  delivered by the Corporation to the Executive, which shall not

                  be delivered before the end of the thirty (30) day period

                  described in the preceding sentence, if applicable. The Notice

                  of Termination must be accompanied by a certified copy of a

                  resolution duly adopted by the affirmative vote of not less

                  than three-quarters (3/4) of the membership of the Board after

                  reasonable notice to the Executive and an opportunity for the

                  Executive, with the Executive's counsel present, to be heard

                  before the Board, finding that, in the good faith opinion of

                  the Board, the







                                       2

{PAGE}





                  Executive was guilty of conduct constituting Cause hereunder

                  and setting forth in reasonable detail the facts and

                  circumstances claimed to provide the basis for the Executive's

                  termination.



         (h)      "Change in Control" shall be deemed to have occurred upon:



                  (i)      the date that any Person is or becomes an Acquiring

                           Person;



                  (ii)     the date that the Corporation's stockholders approve

                           a merger, consolidation or reorganization of the

                           Corporation with another corporation or other Person,

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