
                          EXHIBIT 10.7
                      EMPLOYMENT AGREEMENT


     THIS AGREEMENT, made this 25TH day of AUGUST, 1988, by and
between BOWATER INCORPORATED, a Delaware corporation having a
mailing address of ONE PARKLANDS DRIVE, DARIEN, CONNECTICUT
06820, (the "Corporation"), and D. J. D'ANTUONO of 35 ELIOT LANE,
STAMFORD, CONNECTICUT 06903 (the "Executive").


     WHEREAS the Corporation desires to employ the Executive as
Vice President-Investor Relations; 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 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)


<PAGE>


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 Vice President-Investor
Relations of the Corporation, with the duties and respon-
sibilities 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 Darien, Connecticut 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 at the annual rate of $144,000,
          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 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 contribu-
          tions 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


<PAGE>


          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)  Perquisites.  The Corporation shall make available to
          the Executive all perquisites 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.

     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


<PAGE>


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 twenty (24)
months of the Executive's base salary on the effective date of
the termination, 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 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 between the Corporation and the Executive, if termina-
tion 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 Connecticut.

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


<PAGE>


     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.

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

/s/ R. E. Gustafson                  By:  /s/ A. P. Gammie        
Witness                                   Its


/s/ Leoanrd M. Saari                 /s/ D. J. D'Antuono          
Witness                              D. J. D'ANTUONO


<PAGE>



                       SEVERANCE AGREEMENT


     THIS AGREEMENT, made the 25TH day of AUGUST, 1988, by and
between BOWATER INCORPORATED, a Delaware corporation having a
mailing address of ONE PARKLANDS DRIVE, DARIEN, CONNECTICUT
06820, (the "Corporation"), and D. J. D'ANTUONO of 35 ELIOT LANE,
STAMFORD, CONNECTICUT 06903 (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.

     (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.


<PAGE>



     (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.

     (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


<PAGE>


          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 therefor, 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 l(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 contem-
               plated 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


<PAGE>



               increase in the Executive's business travel
               obligations subsequent to the Change in Control.

          Any circumstance described in this Section l(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 circumstance con-
          stituting 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 have the meaning assigned to it in
          Sections 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 July 1, 1988 and ending on June 30,
          1991.  The term of this Agreement shall automatically
          be extended on July 1, 1989 until June 30, 1992 without
          further action by the parties, and shall be
          automatically extended by an additional year on each
          succeeding July 1, unless either the Corporation or the
          Executive shall have served notice upon the other party
          prior to such July 1 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


<PAGE>



          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.

     (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


<PAGE>


               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

         (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)  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


<PAGE>


          to which he is entitled under this Section 3(b) in
          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
          or his widow or children as the case may be, such
          amounts and benefits as may be required so that the
          pension and other post-retirement benefits paid or made
          available to the Executive, his widow and his children
          are equal to those, if any, which would have been paid
          under the Corporation's Basic and Supplemental Pension
          (Benefit) Plans 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
          Plans or the fact of the termination of the Executive's
          employment, until the Executive's Normal Retirement
          Date, the Executive or his widow and his children shall
          maintain a continuing right to receive the pension and
          other benefits under the above Plans 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 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 owned by the Executive to the
          Corporation, or otherwise.



<PAGE>



     (e)  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 Connecticut from the date such payment is payable
          under the 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
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 referred to such
provision and signed by the party against which enforcement of
such modification, waiver or discharge is sought.  No waiver by


<PAGE>


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 perfor-
mance of this Agreement shall be governed by the substantive laws
of the State of Connecticut.

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
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 pur-
suant 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.


<PAGE>


     IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the day and year first above
written.

                                   BOWATER INCORPORATED



/s/ R. E. Gustafson                  By /s/ A. P. Gammie        
Witness                               Its
 

/s/ Leonard M. Saari                 /s/ D. J. D'Antuono          
Witness                              D. J. D'ANTUONO


