
                         EXHIBIT 10.2.2
                          MODIFICATION
                               OF
                      EMPLOYMENT AGREEMENT
               TERMINATION OR SEVERANCE AGREEMENT
                               AND
                        RELEASE OF CLAIMS



     THIS AGREEMENT is made and entered into as of this 1st day
of November, 1993 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 DAVID G. MCMASTER, 100 Babbs Hollow,
Greenville, South Carolina 29607 (the "Executive").

     WHEREAS, the Corporation now employs the Executive as
President and Chief operating Officer pursuant to an Employment
Agreement dated March 1, 1989, and amended August 23, 1989 (the
"Employment Agreement") and a Severance Agreement dated March 1,
1989, and amended August 23, 1989 (the "Severance Agreement");
and

     WHEREAS, the Executive and the Corporation wish to continue
the Executive's employment through a period of terminal leave
until a specified and agreed upon date, whereupon the Executive
will retire from the employment of the Corporation and be
entitled to receive certain benefits;

     NOW, THEREFORE, the parties hereby agree that the Employment
Agreement shall be modified in the following respects and the
Severance Agreement shall be terminated as hereinafter provided:

     1.   Employment Agreement.  The Employment Agreement is hereby
modified as follows:

      (a) Term. Section 2 of the Employment Agreement is amended
          to read in its entirety as follows:

          "2.   Term.

                (a) Subject to the provisions of subparagraph (b)
                    of this Section 2, the term of this
                    Agreement, having begun on March 1, 1989,
                    shall continue from the date of this
                    Modification until December 31, 1993.

                (b) Notwithstanding Section 2 (a), the term of
                    this Agreement shall end upon the death of
                    the Executive."

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      (b) Position and Duties.  Section 3 of the Employment
          Agreement is amended to read as follows:

          3.   Position and Duties.  The Executive is not
               required to render services to the Corporation
               after November 1, 1993.  From and after that date,
               the Executive will be on a terminal paid leave of
               absence pursuant to the provisions of Section 8
               hereof ending December 31, 1993 or upon the
               Executive's earlier death.

      (c) Severance Pay. Section 8 of the Employment Agreement is
          amended to read as follows:

          "8.Severance Pay Following Terminal Leave of Absence.
          The effective date of the Executive's retirement shall
          be December 31, 1993, and the Executive shall be on a
          terminal paid leave of absence from November 1, 1993
          through December 31, 1993.  The Corporation shall pay
          to the Executive during this leave of absence, in two
          equal monthly installments, pro-rated annual
          compensation of $355,000.00.  The Executive's
          entitlement to compensation, benefits or payments under
          the Corporation's health, accident basic and executive
          medical, dental life insurance, retirement and savings
          (but not incentive bonus or long term disability)
          plans, policies or arrangements shall not, except as
          otherwise required by law or regulation, be affected by
          the Executive's leave of absence status and shall
          continue to be governed by the applicable provisions of
          such plans as though the Executive had continued to
          render services in the active employment of the
          Corporation to the date or event (such as the
          Executive's death) that otherwise ends the term of this
          Agreement.  Specifically, the period of terminal leave
          of absence is hereby designated as a "leave of absence
          with the consent of the Participant's Employer" which
          is intended to be included within the definition of
          "Continuous Employment" in the Supplemental Benefit
          Plan for Designated Employees of Bowater Incorporated
          and Affiliated Companies as Amended and Restated
          Effective August 22, 1990 (the "Supplemental Benefit
          Plan") and compensation paid during this terminal leave
          of absence is intended to be included within the
          definition of "Earnings" in the Supplemental Benefit
          Plan (without regard to whether such time is credited
          for benefit accrual purposes under the Bowater
          Incorporated Employee Retirement Plan or whether such 
          compensation is includable within that Plan's
          definition of ("Compensation").   On or before December

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          31, 1993, the Executive shall be paid a single sum
          severance payment in the amount of One Million Sixty-
          Five Thousand ($1,065,000.00) from which there shall be
          deducted all amounts required to be withheld by the
          Corporation for applicable federal, state and local
          taxes, including income, Social Security and Medicare,
          and all other amounts the Corporation is authorized or
          required to withhold or deduct from the Executive's
          compensation.  In the event that payment is made in any
          future year to active employees pursuant to the
          Corporation's existing (1992 through 1994) Long Term
          Incentive Plan, the Executive shall be entitled to
          receive at the time such payment is made (subject to
          applicable withholding and deductions), an amount equal
          to two-thirds (2/3) of the amount he would have been
          entitled to under such Plan (based on his actual
          compensation received in 1992 and 1993), had his active
          employment continued through 1994 at the level of
          compensation actually received in 1993.

     (e)  Ratification.  In all respects, except as herein
          provided, the Employment Agreement is hereby ratified
          and confirmed.

     2.   Severance Agreement.  The Severance Agreement is hereby
terminated effective October 30, 1993.

     3.   Release of Claims. Employee acknowledges that the
payments and accommodations afforded to him by this Modification
Agreement and the letter agreement of even date herewith (the
"Agreements") constitute full satisfaction of all of the
Corporation's obligations and would not be provided if Executive
did not enter into these Agreements.

     (a)  The Executive, for himself, his assigns, executors,
          heirs and representatives, releases and waives any and
          all claims, charges, suits or causes of action of any
          kind against the Corporation, its affiliates and/or any
          of their past, present and future directors, officers,
          agents or employees (the "Released Parties") , which
          Executive had, has or may have arising from any event
          occurring on or before the date Executive signs and
          delivers the Agreements to the Corporation, including
          but not limited to all claims related to Executive's
          employment with the Corporation or the termination of
          that employment.




     (b)  The Executive agrees not to sue any of the Released
          Parties or to file or pursue any claim, suit or charge



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          against any of them in any court, administrative agency
          or arbitral forum for the purpose of recovering damages
          or any other personal relief on theories of tort,
          contract, defamation, employment discrimination or
          otherwise for claims arising from any event occurring
          on or before the date the Executive signs this
          Agreement, including but not limited to all claims
          related to the Executive's employment with the
          Corporation or the termination of that employment.

     (c)  The Executive acknowledges that if he, or any of his
          heirs, executors, representatives or assigns, breach
          the covenants not to sue set forth in the Agreements,
          the Corporation may, in its sole discretion, deem the
          Agreements terminated effective on the commencement
          date of any such action or at any time thereafter it
          may deem appropriate.

     (d)  The Executive acknowledges that the claims he is
          releasing, waiving, and covenanting not to pursue,
          include any potential claims for employment
          discrimination of any kind, including claims arising
          under the Age Discrimination in Employment Act or
          otherwise for age, sex, religion, national origin,
          disability or other forms of employment discrimination.

     (e)  The terms of the Agreements shall take effect after
          seven days have expired after the Executive signs and
          delivers the Agreements to the Corporation, unless
          before those seven days expire the Executive rescinds
          the Agreements by delivering a written statement of the
          rescission to the Corporation's Vice President-Human
          Resources and Administration.  If the Executive
          rescinds, neither party will have any obligation under
          these Agreements.

     IN WITNESS WHEREOF, the Corporation and the Executive have
executed this Agreement as of the day and year first above
written.
                              BOWATER INCORPORATED


/s/ Paula W. Overstreet          By /s/ P. A. Temple             
                                    Its Vice President
                                    Of Human Resources

/s/ Paul W. Overstreet          /s/ David G. McMaster


