
                          EXHIBIT 10.4

                      EMPLOYMENT AGREEMENT


     THIS AGREEMENT, made as of this _________, by 
and between BOWATER INCORPORATED, a Delaware corporation having a 
mailing address of 55 East Camperdown Way, Greenville, South 
Carolina 29602 (the "Corporation"), and _________________ of 
_____________ (the "Executive").

     WHEREAS, the Corporation desires to employ the Executive 
as ___________________; and

     WHEREAS, the Executive is desirous of serving the 
Corporation in such capacity;

     NOW, THEREFORE, the parties hereto agree as follows:

     1.   Employment.  During the term of this Agreement 
the Corporation agrees to continue to employ the Executive, and 
the Executive agrees to continue in the employ of the 
Corporation, in accordance with and subject to the provisions of 
this Agreement.

     2.   Term.

               (a)  Subject to the provisions of subparagraphs 
                     (b) and (c) of this Section 2, the term of 
                     this Agreement shall begin on the Date 
                     hereof and shall continue thereafter until 
                     terminated by either party by written notice 
                     given to the other party at least thirty 
                     (30) days prior to the effective date of any 
                     such termination.  The effective date of the 
                     termination shall be the date stated in such 
                     notice, provided that if the Corporation 
                     specifies an effective date that is more 
                     than thirty (30) days following the date of 
                     such notice, the Executive may, upon thirty 
                     (30) days' written notice to the 
                     Corporation, accelerate the effective date 
                     of such termination.

               (b)  Notwithstanding Section 2(a), upon the 
                     occurrence of a Change in Control as defined 
                     in the Severance Agreement of even date 
                     between the Corporation and the Executive 
                     (the "Severance Agreement"), the term of 


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                    this Agreement shall be deemed to continue 
                     until terminated, but in any event, for a 
                     period of not less than three (3) years 
                     following the date of the Change in Control, 
                     unless such termination shall be at the 
                     Executive's election for other than "Good 
                     Reason" as that term is defined in the 
                     Severance Agreement.

               (c)  Notwithstanding Section 2(a), the term of 
                     this Agreement shall end upon: (i) the death 
                     of the Executive; (ii) the inability of the 
                     Executive to perform his duties properly, 
                     whether by reason of ill-health, accident or 
                     other cause, for a period of one hundred and 
                     eighty (180) consecutive days or for periods 
                     totaling one hundred and eighty (180) days 
                     occurring within any twelve (12) consecutive 
                     calendar months; or (iii) the executive's 
                     retirement on his early or normal retirement 
                     date.

     3.   Position and Duties.  Throughout the term hereof, 
the Executive shall be employed as ________________________ 
of the Corporation, with the duties and responsibilities
customarily attendant to that office, provided that the Executive
shall undertake such other and further assignments and
responsibilities of at least comparable status as the Board of
Directors may direct.  The Executive shall diligently and
faithfully devote his full working time and best efforts to the
performance of the services under this Agreement and to the
furtherance of the best interests of the Corporation.

     4.   Place of Employment.  The Executive will be 
employed at the Corporation's offices in the City of Greenville, 
South Carolina or at such other place as the Corporation shall 
designate from time to time, provided, however, that if the 
Executive is transferred to another place of employment, 
necessitating a change in his residence, the Executive shall be 
entitled to financial assistance in accordance with the terms of 
the Corporation's relocation policy then in effect.

     5.   Compensation and Benefits.

               (a)  Base Salary.  The Corporation shall pay to 
                     the Executive a base salary of ___________, 
                     payable in substantially 
                     equal periodic installments on the 
                     Corporation's regular payroll dates.  The 
                     Executive's base salary shall be reviewed at 
                     least annually and from time to time may be 


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                     increased (or reduced, if such reduction is 
                     effected pursuant to across-the-board salary 
                     reductions similarly affecting all 
                     management personnel of the Corporation).

               (b)  Bonus Plan.  In addition to his base salary, 
                     the Executive shall be entitled to receive a 
                     bonus under the Corporation's bonus plan in 
                     effect from time to time determined in the 
                     manner, at the time, and in the amounts set 
                     forth under such plan.

               (c)  Benefit Plans.  The Corporation shall make 
                     contributions on the Executive's behalf to 
                     the various benefit plans and programs of 
                     the Corporation in which the Executive is 
                     eligible to participate in accordance with 
                     the provisions thereof as in effect from 
                     time to time.

               (d)  Vacations.  The Executive shall be entitled 
                     to paid vacation, in keeping with the 
                     Corporation's policy as in effect from time 
                     to time, to be taken at such time or times 
                     as may be approved by the Corporation.

               (e)  Expenses.  The Corporation shall reimburse 
                     the Executive for all reasonable expenses 
                     properly incurred, and appropriately 
                     documented, by the Executive in connection 
                     with the business of the Corporation.

               (f)  Prerequisites.  The Corporation shall make 
                     available to the Executive all prerequisites 
                     to which he is entitled by virtue of his 
                     position.

     6.   Nondisclosure.  During and after the term of this 
Agreement, the Executive shall not, without the written consent 
of the Board of Directors of the Corporation, disclose or use 
directly or indirectly, (except in the course of employment 
hereunder and in furtherance of the business of the Corporation 
or any of its subsidiaries and affiliates) any of the trade 
secrets or other confidential information or proprietary data of 
the Corporation or its subsidiaries or affiliates; provided, 
however, that confidential information shall not include any 
information known generally to the public (other than as a result 
of unauthorized disclosure by the Executive) or any information 
of a type not otherwise considered confidential by persons 
engaged in the same or similar businesses.


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     7.   Noncompetition.  During the term of this 
Agreement, and for a period of one (1) year after the date the 
Executive's employment terminates, the Executive shall not, 
without the prior approval of the Board of Directors of the 
Corporation in the same or a similar capacity engage in or invest 
in, or aid or assist anyone else in the conduct of any business 
(other than the businesses of the Corporation and its 
subsidiaries and affiliates) which directly competes with the 
business of the Corporation and its subsidiaries and affiliates 
as conducted during the term hereof.  If any court of competent 
jurisdiction shall determine that any of the provisions of this 
Section 7 shall not be enforceable because of the duration or 
scope thereof, the parties hereto agree that said court shall 
have the power to reduce the duration and scope of such provision 
to the extent necessary to make it enforceable and this Agreement 
in its reduced form shall be valid and enforceable to the extent 
permitted by law.  The Executive acknowledges that the 
Corporation's remedy at law for a breach by the Executive of the 
provisions of this Section 7 will be inadequate.  Accordingly, in 
the event of the breach or threatened breach by the Executive of 
this Section 7, the Corporation shall be entitled to injunctive 
relief in addition to any other remedy it may have.

     8.   Severance Pay.  If the Executive's employment 
hereunder is involuntarily terminated for any reason other than 
those set forth in Section 2(c) hereof, then unless the 
Corporation shall have terminated the Executive for "Cause", the 
Corporation shall pay the Executive severance pay in an amount 
equal to __________ months of the Executive's base salary 
on the effective date of the termination, plus 1/12 of the amount 
of the last bonus paid to the Executive under the Corporation's 
bonus plan applicable to the Executive for each month in the 
period beginning on January 1 of the year in which the date of 
the termination occurs and ending on the date of the termination 
and for each months' base salary to which the Executive is 
entitled under this Section 8, provided, however, that any amount 
paid to the Executive by the Corporation for services rendered 
subsequent to the thirtieth (30th) day following the 
communication to the Executive of notice of termination shall be 
deducted from the severance pay otherwise due hereunder.  Such 
payment shall be made in a lump sum within ten (10) business days 
following the effective date of the termination.  The severance 
pay shall be in lieu of all other compensation or payments of any 
kind relating to the termination of the Executive's employment 
hereunder; provided that the Executive's entitlement to 
compensation or payments under the Corporation's retirement 
plans, stock option or incentive plans, savings plans or bonus 
plans attributable to service rendered prior to the effective 
date of the termination shall not be affected by this clause and 
shall continue to be governed by the applicable provisions of 


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such plans; and further provided that in lieu hereof, at his 
election, the Executive shall be entitled to the benefits of the 
Severance Agreement of even date hereof between the Corporation 
and the Executive, if termination occurs in a manner and at a 
time when such Severance Agreement is applicable.  For purposes 
of this Agreement, the term for "Cause" shall mean because of 
gross negligence or willful misconduct by the Executive either in 
the course of his employment hereunder or which has a material 
adverse effect on the Corporation or the Executive's ability to 
perform adequately and effectively his duties hereunder.

     9.   Notices.  Any notices required or permitted to be 
given under this Agreement shall be in writing and shall be 
deemed to have been given when delivered or mailed, by registered 
or certified mail, return receipt requested to the respective 
addresses of the parties set forth above, or to such other 
address as any party hereto shall designate to the other party in 
writing pursuant to the terms of this Section 9.

     10.  Severability.  The provisions of this Agreement 
are severable, and the invalidity or unenforceability of any 
provision shall not affect the validity or enforceability of any 
other provision.

     11.  Governing Law.  This Agreement shall be governed 
by and interpreted in accordance with the substantive laws of the 
State of _______________. 

     12.  Supersedure.  This Agreement shall cancel and 
supersede all prior agreements relating to employment between the 
Executive and the Corporation, except the Severance Agreement.

     13.  Waiver of Breach.  The waiver by a party of a 
breach of any provision of this Agreement shall not operate or be 
construed as a waiver of any prior or subsequent breach by any of 
the parties hereto.

     14.  Binding Effect.  The terms of this Agreement 
shall be binding upon and inure to the benefit of the successors 
and assigns of the Corporation and the heirs, executors, 
administrators and successors of the Executive, but this 
Agreement may not be assigned by the Executive.


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

                             BOWATER INCORPORATED



                                   By                       
Witness                       Its



                                        
Witness                        ___________________________
                                     Executive



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                       SEVERANCE AGREEMENT



     THIS AGREEMENT, made as of _____________, by 
and between BOWATER INCORPORATED, a Delaware corporation having a 
mailing address of 55 East Camperdown Way, Greenville, South 
Carolina 29602 (the "Corporation"), and ________________ of 
___________________________, (the "Executive").

     WHEREAS, the Corporation considers it essential to the 
best interests of its shareholders 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 
shareholders; 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 when used herein shall have the 
meanings assigned to them below:

     (a)  "Acquiring Person" shall mean any Person who is or 
             becomes a "beneficial owner" (as defined in Rule 
             13d-3 of the Securities Exchange Act of 1934, as 
             amended (the "Exchange Act") of securities of the 
             Corporation representing twenty percent (20%) or 
             more of the combined voting power of the 
             Corporation's then outstanding voting securities, 
             unless such Person has filed Schedule 13G and all 
             required amendments thereto with respect to its 
             holdings and continues to hold such securities for 
             investment in a manner qualifying such Person to 
             utilize Schedule 13G for reporting of ownership.


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     (b)  "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.

     (c)  "Cause" shall mean and be limited to the Executive's 
             gross negligence, willful misconduct or conviction 
             of a felony, which negligence, misconduct or 
             conviction has a demonstrable and material adverse 
             effect upon the Corporation, provided that the 
             Corporation shall have given the Executive written 
             notice of the alleged negligence or misconduct and 
             the Executive shall have failed to cure such 
             negligence or misconduct within thirty (30) days 
             after his receipt of such notice.  The Executive 
             shall be deemed to have been terminated for Cause 
             effective upon the effective date stated in a 
             written notice of such termination delivered by the 
             Corporation to the Executive and accompanied by a 
             resolution duly adopted by the affirmative vote of 
             not less than three-quarters (3/4) of the entire 
             membership of the Board at a meeting of the board 
             (after reasonable notice to the Executive and an 
             opportunity for the Executive, with his counsel 
             present, to be heard before the Board) finding that, 
             in the good faith opinion of the Board, the 
             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, provided that the 
             effective date shall not be less than thirty (30) 
             days from the date such notice is given.

     (d)  "Change in Control" of the Corporation shall be 
             deemed to have occurred if:

          (i)   any Person is or becomes an Acquiring Person;

          (ii)  less than two-thirds (2/3) of the total 
                   membership of the Board shall be Continuing 
                   Directors; or

          (iii) the shareholders of the Corporation shall 
                   approve a merger or consolidation of the 
                   Corporation or a plan of complete liquidation 
                   of the Corporation or an agreement for the 
                   sale or disposition by the Corporation of all 
                   or substantially all of the Corporation's 
                   assets.


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     (e)  "Continuing Directors" shall mean any member of the 
             Board who was a member of the Board prior to the 
             date hereof, and any successor of a Continuing 
             Director while such successor is a member of the 
             Board who is not an Acquiring Person or an Affiliate 
             or Associate of an Acquiring Person or of any such 
             Affiliate or Associate and is recommended or elected 
             to succeed the Continuing Director by a majority of 
             the Continuing Directors.

     (f)  "Disability" shall mean the Executive's total and 
             permanent disability as defined in the Corporation's 
             long term disability insurance policy covering the 
             Executive immediately prior to the Change in 
             Control.

     (g)  "Good Reason" shall mean:

          (i)    an adverse change in the Executive's status, 
                    duties or responsibilities as an executive of 
                    the Corporation as in effect immediately 
                    prior to the Change in Control;

          (ii)   failure of the Corporation to pay or provide 
                    the Executive in a timely fashion the salary 
                    or benefits to which he is entitled under any 
                    Employment Agreement between the Corporation 
                    and the Executive in effect on the date of 
                    the Change in Control, or under any benefit 
                    plans or policies in which the Executive was 
                    participating at the time of the Change in 
                    Control (including, without limitation, any 
                    incentive, bonus, stock option, restricted 
                    stock, health, accident, disability, life 
                    insurance, thrift, vacation pay deferred 
                    compensation and retirement plans or 
                    policies); 

          (iii)  the reduction of the Executive's salary as in 
                    effect on the date of the Change in Control;

          (iv)   the taking of any action by the Corporation 
                    (including the elimination of a plan without 
                    providing substitutes therefore, the 
                    reduction of the Executive's awards 
                    thereunder or failure to continue the 
                    Executive's participation therein) that would 
                    substantially diminish the aggregate 
                    projected value of the Executive's awards or 
                    benefits under the Corporation's benefit 
                    plans or policies described in section 


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                    1(g)(ii) in which the Executive was participating at 
                    the time of the Change in Control;

          (v)    a failure by the Corporation to obtain from 
             any successor the assent to this Agreement 
             contemplated by Section 5 hereof; or 

          (vi)   the relocation of the principal office at 
             which the Executive is to perform his services on 
             behalf of the Corporation to a location more than 
             thirty-five (35) miles from its location immediately 
             prior to the Change in Control or a substantial 
             increase in the Executive's business travel 
             obligations subsequent to the Change in Control.

          Any circumstances described in this Section 1(g) 
             shall constitute Good Reason even if such 
             circumstance would not constitute a breach by the 
             Corporation of the terms of the Employment Agreement 
             between the Corporation and the Executive in effect 
             on the date of the Change in Control.  The Executive 
             shall be deemed to have terminated his employment 
             for Good Reason effective upon the effective date 
             stated in a written notice of such termination given 
             by him to the Corporation setting forth in 
             reasonable detail the facts and circumstances 
             claimed to provide the basis for termination, 
             provided that the effective date may not precede, 
             nor be more than sixty (60) days from, the date such 
             notice is given.  The Executive's continued 
             employment shall not constitute consent to, or a 
             waiver of rights with respect to, any circumstances 
             constituting Good Reason hereunder.

     (h)  "Normal Retirement Date" shall have the meaning 
             given to such term in the Corporation's basic 
             qualified pension plan in which the Executive is a 
             participant as in effect on the date hereof or any 
             successor or substitute plan adopted prior to a 
             Change in Control.

     (i)  "Person" shall mean any individual, corporation, 
             partnership, group, association or other "person" as 
             such term is used in Section 13(d) and 14(d) of the 
             Exchange Act.

 2.  TERM OF AGREEMENT

     (a)  The term of this Agreement shall initially be for 
             the period beginning on _________________________ and 
             ending on _________. The term of this Agreement shall 
             automatically be extended on ________ until _____    
             without further action by the parties, and shall be


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             automatically extended by an additional year on each
             succeeding [month and date of Severance Agreement]
             unless either the Corporation or the Executive shall
             have served notice upon the other party prior to such 
             [month and date of Severance  Agreement] of its or his 
             intention either that the term of this Agreement shall
             not be extended, or that the Executive's Employment
             Agreement is terminated, provided, however, that if a 
             Change in Control of the Corporation shall occur     
             during the term of this Agreement, this Agreement    
             shall continue in effect until terminated but in any 
             event for a period of not less than three (3) years  
             from the date of the Change in Control.

     (b)  Notwithstanding Section 2(a), the term of this 
             Agreement shall end upon the termination of the 
             Executive's employment if, prior to a Change in 
             Control of the Corporation, the Executive's 
             employment with the Corporation shall have 
             terminated under the provisions of any Employment 
             Agreement between the Corporation and the Executive 
             then in effect.

3.   COMPENSATION UPON CHANGE IN CONTROL FOLLOWED BY A
     TERMINATION

     If a Change in Control of the Corporation shall have 
occurred and, during the term of this Agreement, the Executive's 
employment by the Corporation is terminated for any reason other 
than his death, his Disability, his retirement on his Normal 
Retirement Date, by the Corporation for Cause, or by the 
Executive without Good Reason, the Executive shall be under no 
further obligation to perform services for the Corporation and 
shall be entitled to receive the following payments:

     (a)  The Corporation shall pay to the Executive his full 
             base salary through the effective date of the 
             termination within five (5) business days thereafter 
             and all benefits and awards (including both the cash 
             and stock components) to which the Executive is 
             entitled under any benefit plans or policies in 
             which the Executive was a participant prior to the 
             Change in Control, at the time such payments are due 
             pursuant to the terms of such benefit plans or 
             policies as in effect immediately prior to the 
             Change in Control.


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     (b)  At the election of the Executive, in addition to the 
                   entitlements set forth in Section 3(a) but in 
                   lieu of any payment to the Executive of any 
                   salary or severance payments or benefits to 
                   which the Executive would be entitled under 
                   the provisions of any Employment Agreement 
                   between the Corporation and the Executive then 
                   in effect, the Corporation shall pay to the 
                   Executive, in a lump sum not later than ten 
                   (10) business days following the effective 
                   date of the termination:

          (i)   an amount equal to two (2) times the 
                   Executive's annual base salary on the 
                   effective date of the termination or, if 
                   higher, immediately prior to the Change in 
                   Control;

          (ii)  an amount equal to two (2) times the greater 
                   of (x) the highest amount of the actual bonus 
                   awarded to the Executive in the five (5) 
                   fiscal years immediately preceding the year in 
                   which the Change in Control occurred and (y) 
                   an amount equal to the amount the Executive 
                   would have been awarded under the 
                   Corporation's bonus plan in effect immediately 
                   prior to the Change in Control for the fiscal 
                   year in which the Change in Control occurred 
                   had the Executive continued to render services 
                   to the Corporation at the same level of 
                   performance, at the same level of salary, and 
                   in the same position as immediately prior to 
                   the Change in Control;

          (iii) an amount equal to two (2) times the greater 
                   of (x) the largest annual contribution made by 
                   the Corporation to the Corporation's Savings 
                   Plan on the Executive's behalf during the five 
                   (5) fiscal years immediately preceding the 
                   year in which the Change in Control occurred 
                   and (y) an amount equal to the contribution 
                   the Corporation would have made to said Plan 
                   on the Executive's behalf for the fiscal year 
                   in which the Change in Control occurred had he 
                   participated in said Plan for the entire 
                   fiscal year, received a base salary equal to 
                   the salary he was receiving immediately prior 
                   to the Change in Control and had he elected to 
                   contribute to the Plan the same percentage of 
                   his base salary as he was contributing on said 
                   date; and 


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          (iv)  an amount equal to twenty percent (20%) of the 
                   Executive's annual base salary on the 
                   effective date of the termination or, if 
                   higher, immediately prior to the Change in 
                   Control (as compensation for medical, life 
                   insurance and other benefits lost as a result 
                   of termination of the Executive's employment).

          (v)   For each full or partial month in the period 
                   beginning on January 1st of the year in which 
                   the date of the termination occurs and ending 
                   on the date of the termination, one-twelfth of 
                   the greater of (x) the highest amount of the 
                   actual bonus awarded to the Executive in the 
                   five (5) fiscal years immediately preceding 
                   the year in which the Change in Control 
                   occurred and (y) an amount equal to the amount 
                   the Executive would have been awarded under 
                   the Corporation's bonus plan in effect 
                   immediately prior to the Change in Control for 
                   the fiscal year in which the Change in control 
                   occurred had the Executive continued to render 
                   services to the Corporation at the same level 
                   of performance, at the same level of salary, 
                   and in the same position as immediately prior 
                   to the Change in Control;

          (vi)  If a payment may be increased by reference to 
                   an alternate calculation which cannot be made 
                   by the time the payment is due, payment of the 
                   lesser, known amount shall be made when due, 
                   and if any additional amount becomes due, such 
                   additional amount shall be paid within ten 
                   (10) days after the information upon which 
                   calculation of such payment is dependent first 
                   becomes available.

                  The amount of all payments due to the 
                   Executive pursuant to this Section 3(b) shall 
                   be reduced by 1/24 for each full calendar 
                   month by which the date which is two (2) years 
                   from the effective date of the Executive's 
                   termination extends beyond the Executive's 
                   Normal Retirement Date.

                  Upon entering into this Agreement and for a 
                   period of fourteen (14) days following each 
                   anniversary of the date hereof (the "Election 
                   Period"), the Executive may, in writing, 
                   direct the Corporation to pay any amounts to 
                   which he is entitled under this Section 3(b)in 


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                   equal annual installments (not to exceed ten 
                   (10) annual installments), with the first such 
                   installment payable within ten (10) business 
                   days of the effective date of the termination 
                   and each successive installment payable on the 
                   anniversary of the effective date of the 
                   termination or the next following business day 
                   if such date is not a business day (the 
                   "Deferred Payment Election").  A Deferred 
                   Payment Election, once made, cannot be revoked 
                   except during an Election Period; provided, 
                   however, no Deferred Payment Election can be 
                   made or revoked by the Executive during an 
                   Election Period that occurs after a Change in 
                   Control or at a time when, in the judgment of 
                   the Corporation, a Change in Control may occur 
                   within sixty (60) days of such Election 
                   Period.

     (c)  The Corporation shall pay or provide to the 
             Executive such amounts and benefits as may be 
             required so that the pension and other 
             post-retirement benefits paid or made available to 
             the Executive are equal to those, if any, which 
             would have been paid under the Corporation's Basic 
             Pension (Benefit) Plan in effect immediately prior 
             to the Change in Control, assuming the Executive 
             continued in the employ of the Corporation at the 
             same compensation until the second anniversary of 
             the effective date of the termination of the 
             Executive's employment or until his Normal 
             Retirement Date, whichever is earlier.  
             Notwithstanding any conflicting restrictions in the 
             Plan or the fact of the termination of the 
             Executive's employment, until the Executive's Normal 
             Retirement Date, the Executive shall maintain a 
             continuing right to receive the pension and other 
             benefits under the above Plan with payments to begin 
             upon retirement and to elect an imputed retirement 
             on the Executive's 50th birthdate or any of his 
             birthdates thereafter until his Normal Retirement 
             Date, such election to be made by so notifying the 
             Corporation within one (1) year after termination of 
             his employment.

     (d)  The Corporation shall pay for or provide the 
             Executive individual out-placement assistance as 
             offered by a member firm of the Association of 
             Out-Placement Consulting Firms.


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     (e)  If any payment or benefit to or for the benefit of 
             the Executive in connection with a Change in Control 
             of the Corporation or termination of the Executive's 
             employment following a Change in Control of the 
             Corporation (whether pursuant to the terms of this 
             Agreement, or any other plan or arrangement or 
             agreement with the Corporation, any Person whose 
             actions result in a Change in Control of the 
             Corporation or any Affiliate or Associate of the 
             Corporation or any such Person) is subject to the 
             Excise Tax (as hereinafter defined), the Corporation 
             shall pay to the Executive an additional amount such 
             that the total amount of all such payments and 
             benefits (including payments made pursuant to this 
             Section 3(e)) net of the Excise Tax and all other 
             applicable federal, state and local taxes shall 
             equal the total amount of all such payments and 
             benefits to which the Executive would have 
             been entitled, but for this Section 3(e), net of all 
             applicable federal, state and local taxes except the 
             Excise Tax.  For purposes of this Section 3(e), the 
             term "Excise Tax" shall mean the tax imposed by 
             Section 4999 of the Internal Revenue Code of 1986 
             (the "Code") and any similar tax that may hereafter 
             be imposed.

               The amount of the payment to the Executive 
             under this Section 3(e) shall be estimated by a 
             nationally recognized firm of certified public 
             accounts (other than the Corporation's independent 
             auditors) based upon the following assumptions:

             (i)  all payments and benefits to or for the 
                     benefit of the Executive in connection with 
                     a Change in Control of the Corporation or 
                     termination of the Executive's employment 
                     following a Change in Control of the 
                     Corporation shall be deemed to be "parachute 
                     payments" within the meaning of Section 
                     280G(b)(2) of the Code, and all "excess 
                     parachute payments" shall be deemed to be 
                     subject to the Excise Tax unless, in the 
                     opinion of tax counsel selected by the firm 
                     of certified public accountants charged with 
                     estimating the payment to the Executive 
                     under this Section 3(e), such payments or 
                     benefits are not subject to the Excise Tax; 
                     and 


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               (ii) the Executive shall be deemed to pay 
                     federal, state and local taxes at the 
                     highest marginal rate of taxation for the 
                     applicable calendar year.

               The estimated amount of the payment due the 
                Executive pursuant to this Section 3(e) shall be 
                paid to the Executive in a lump sum not later 
                than thirty (30) business days following the 
                effective date of the termination.  In the event 
                that the amount of the estimated payment is less 
                than the amount actually due to the Executive 
                under this Section 3(e), the amount of any such 
                shortfall shall be paid to the Executive within 
                ten (10) days after the existence of the 
                shortfall is discovered.

     (f)  The Executive shall not be required to mitigate 
                the amount of any payment provided in this 
                Section 3, nor shall any payment or benefit 
                provided for in this Section 3 be offset by any 
                compensation earned by the Executive as the 
                result of employment by another employer, by 
                retirement benefits, or by offset against any 
                amount claimed to be owed by the Executive to the 
                Corporation, or otherwise.

     (g)  If any payment to the Executive required by this 
                Section 3 is not made within the time for such 
                payment specified herein, the Corporation shall 
                pay to the Executive interest on such payment at 
                the legal rate payable from time to time upon 
                judgments in the State of ______________ from the 
                date such payment is payable under terms hereof 
                until paid.

4.   EXECUTIVE'S EXPENSES

     The Corporation shall pay or reimburse the Executive for 
all costs, including reasonable attorney's fees and expenses of 
either litigation or arbitration, incurred by the Executive in 
contesting or disputing any termination of his employment 
following a Change in Control or in seeking to obtain or enforce 
any right or benefit provided by this Agreement.

5.   BINDING AGREEMENT

     This Agreement shall inure to the benefit of and be 
enforceable by the Executive, his heirs, executors, 
administrators, successors and assigns.  This Agreement shall be 
binding upon the Corporation, its successors and assigns.  The 


<PAGE>



Corporation shall require any successor (whether direct or 
indirect, by purchase, merger, consolidation or otherwise) to all 
or substantially all of the business and/or assets of the 
Corporation expressly to assume and agree to perform this 
Agreement in accordance with its terms.  The Corporation shall 
obtain such assumption and agreement prior to the effectiveness 
of any such succession.

6.   NOTICE

     Any notices and all other communications provided for 
herein shall be in writing and shall be deemed to have been duly 
given when delivered or mailed, by certified or registered mail, 
return receipt requested, postage prepaid addressed to the 
respective addresses set forth on the first page of this 
Agreement or to such other address as either party may have 
furnished to the other in writing in accordance herewith, except 
that notices of change of address shall be effective only upon 
receipt.  All notices to the Corporation shall be addressed to 
the attention of the Board with a copy to each of the General 
Counsel, the Vice President-Human Resources and Administration 
and the Secretary of the Corporation.

7.   AMENDMENTS; WAIVERS

     No provision of this Agreement may be modified, waived or 
discharged except in a writing specifically referring to such 
provision and signed by the party against which enforcement of 
such modification, waiver or discharge is sought.  No waiver by 
either party hereto of the breach of any condition or provision 
of this Agreement shall be deemed a waiver of any other condition 
or provision at the same or any other time.

8.   GOVERNING LAW

     The validity, interpretation, construction and 
performance of this Agreement shall be governed by the 
substantive laws of the State of ___________________.

9.   VALIDITY

     The invalidity or unenforceability of any provision of 
this Agreement shall not affect the validity or enforceability of 
any other provision of this Agreement, which shall remain in full 
force and effect.

10.  ARBITRATION

     If the Executive so elects, any dispute or controversy 
arising under or in connection with this Agreement shall be 
settled exclusively by arbitration in the city nearest to the 



<PAGE>


Executive's principal residence (or, at the Executive's election, 
in the city within the state in which the Executive's principal 
residence is located nearest to such principal residence) which 
has an office of the American Arbitration Association by one 
arbitrator in accordance with the rules of the American 
Arbitration Association then in effect.  Judgment may be entered 
on the arbitrator's award in any court having jurisdiction.  The 
Corporation hereby waives its right to contest the personal 
jurisdiction or venue of any court, federal or state, in an 
action brought to enforce this Agreement or any award of an 
arbitrator hereunder which action is brought in the jurisdiction 
in which such arbitration was conducted, or, if no arbitration 
was elected, in which arbitration could have been conducted 
pursuant to this provision.

11.  COUNTERPARTS

     This Agreement may be executed in one or more 
counterparts, each of which shall be deemed to be an original but 
all of which together will constitute one and the same 
instrument.

     IN WITNESS WHEREOF, the parties hereto have caused this 
Agreement to

be executed as of the day and year first above written.



                                 BOWATER INCORPORATED



                                   By                      
Witness                          Its




           
Witness                       _______________________________
                                   Executive



<PAGE>




                      Schedule Accompanying
                          Exhibit 10.4
     The Company has entered into Employment and Severance
Agreements, the form of which are attached hereto, with seven of
its executive officers.  Each of the agreements is identical in all
material respects to the form filed as Exhibit 10.4 except for the
date, the title of the executive, the base salary, the number of
months used in severance pay calculation, the state law that
governs the agreements and whose interest rate is used for purposes
of legal interest rate calculations, and the initial term of the
severance agreements.  Set forth below are the names of the seven
executive officers who are parties to the Employment and Severance
Agreements and a summary of the manner is which their agreements
differ from the Form.  

Robert Lancaster:
     Name and Title:  Robert Lancaster, Senior Vice President and
               Chief Financial Officer
     Date of Agreements:  July 1, 1993

     Employment Agreement:
          Base Salary:  $210,000 as of July 1, 1993
          Number of Months Used in Severance Pay Calculation:
          Twenty-Four Months of Base Salary
          Governing Law: South Carolina

     Severance Agreement
               Initial Term of Severance Agreement:  July 1, 1993 until
                    July 30, 1994.  The term of the Severance Agreement
                    shall be automatically extended on July 1, 1994
                    until June 30, 1995 without further action of the
                    parties.
               State law governing the agreement and whose interest rate
                    is used for purposes of determining the legal rate
                    of interest in Section 3(g): South Carolina.

Robert D. Leahy
     Name and Title:  Robert D. Leahy, Vice President-Corporate Relations 
     Date of Agreements:  March 15, 1993

     Employment Agreement:
          Base Salary:  $117,000 as of March 15, 1993
          Number of Months Used in Severance Pay Calculation:
          Twelve Months of Base Salary
          Governing Law:  Connecticut

     Severance Agreement
               Initial Term of Severance Agreement:  March 15, 1993 
                    until March 14, 1995.  The term of the Severance
                    Agreement shall be automatically extended on March
                    14, 1994 until March 14, 1996 without further
                    action of the parties.
               State law governing the agreement and whose interest rate


<PAGE>


             is used for purposes of determining the legal rate of
             interest in Section 3(g): Connecticut.


David G. Maffucci
     Name and Title:  David G. Maffucci, Vice President and
               Treasurer
     Date of Agreements:  July 1, 1992

     Employment Agreement:
          Base Salary:  payable at the annual rate of $132,000 as
                         of July 1, 1992, increased to an annual
                         rate of $136,000 as of January 1, 1993,
                         and further increased to an annual rate
                         of $144,000 as of January 1, 1994.
          Number of Months Used in Severance Pay Calculation:
                         Twelve Months of Base Salary
          Governing Law:  South Carolina

     Severance Agreement
               Initial Term of Severance Agreement:  July 1, 1992 until
                    July 30, 1993.  The term of the Severance Agreement
                    shall be automatically extended on July 1, 1993
                    until June 30, 1994 without further action of the
                    parties.
               State law governing the agreement and whose interest rate
               is used for purposes of determining the legal rate of
               interest in Section 3(g): South Carolina

Robert A. Moran
     Name and Title:  Robert A. Moran, Vice President-Manufacturing
          Services 
     Date of Agreements:  November 19, 1991

     Employment Agreement:
          Base Salary:  $144,000 as of November 19, 1991
          Number of Months Used in Severance Pay Calculation:
          Twelve Months of Base Salary
          Governing Law:  Connecticut

     Severance Agreement
          Initial Term of Severance Agreement:  November 19, 1991
               until November 18, 1993.  The term of the Severance
               Agreement shall be automatically extended on Novem-
               ber 19, 1992 until November 18, 1994 without fur-
               ther action of the parties.
          State law governing the agreement and whose interest rate
          is used for purposes of determining the legal rate of
          interest in Section 3(g): Connecticut.



<PAGE>


Michael F. Nocito
     Name and Title:  Michael F. Nocito, Vice President and Controller
     Date of Agreements:  July 1, 1993

     Employment Agreement:
          Base Salary:  payable at the annual rate of $120,000 as
                         of July 1, 1993, then increased to
                         $128,000 as of January 1, 1994.
          Number of Months Used in Severance Pay Calculation:Twelve 
                         Months of Base Salary
          Governing Law:  South Carolina

     Severance Agreement
          Initial Term of Severance Agreement:  July 1, 1993 until
               June 30, 1994.  The term of the Severance Agreement
               shall be automatically extended on July 1, 1994
               until June 30, 1995 without further action of the
               parties.

          State law governing the agreement and whose interest rate
          is used for purposes of determining the legal rate of
          interest in Section 3(g): South Carolina

Aubrey S. Rogers
     Name and Title:  Aubrey S. Rogers, Vice President-Information
               Services, Pulp and Paper 
     Date of Agreements:  February 1, 1990

     Employment Agreement:
          Base Salary:  $130,000 as of February 1, 1990
          Number of Months Used in Severance Pay Calculation:
          Twenty Four Months of Base Salary
          Governing Law:  Connecticut

     Severance Agreement
          Initial Term of Severance Agreement:  February 1, 1990
               until January 31, 1992. The term of the Severance
               Agreement shall be automatically extended on Febru-
               ary 1, 1991 until February 1, 1993 without further
               action by the parties
          State law governing the agreement and whose interest rate
          is used for purposes of determining the legal rate of
          interest in Section 3(g): Connecticut.


Wendy C. Shiba
     Name and Title:  Wendy C. Shiba, Secretary and Assistant General Counsel
     Date of Agreements:  June 14, 1993

     Employment Agreement:
          Base Salary:  $110,000 as of June 14, 1993
          Number of Months Used in Severance Pay Calculation:


<PAGE>



                Twelve Months of Base Salary
          Governing Law:  Connecticut

     Severance Agreement
          Initial Term of Severance Agreement:  June 14, 1993 
               until June 13, 1995.  The term of the Severance
               Agreement shall be automatically extended on June
               14, 1994 until June 13, 1996 without further action
               of the parties.
          State law governing the agreement and whose interest rate
          is used for purposes of determining the legal rate of
          interest in Section 3(g): Connecticut.


