
                    EMPLOYMENT AGREEMENT



     THIS AGREEMENT, made this 15TH day of MARCH, 1993, by 
and between BOWATER INCORPORATED, a Delaware corporation 
having a mailing address of ONE PARKLANDS DRIVE, DARIEN, 
CONNECTICUT  06820, (the "Corporation"), and PHILLIP A. 
TEMPLE of 1500 LAKE SHORE DRIVE, CHICAGO, ILLINOIS  60610 
(the "Executive").

     WHEREAS, the Corporation desires to employ the Executive 
as Vice President-Human Resources and Administration; and

     WHEREAS, the Executive is desirous of serving the Cor-
poration 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 Cor-
poration, 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 ter-
         mination shall be the date stated in such notice, 
         provided that if the Corporation specifies an effec-
         tive date that is more than thirty (30) days fol-
         lowing the date of such notice, the Executive may, 
         upon thirty (30) days' written notice to the Cor-
         poration, 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 


<PAGE>


         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 calen-
         dar 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-Human 
Resources and Administration 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 at the annual rate of 
           $180,000, payable in substantially equal periodic 
         installments on the Corporation's regular payroll 
         dates.  The Executive's base salary shall be re-
         viewed at least annually and from time to time may 
         be increased (or reduced, if such reduction is 
         effected pursuant to across-the-board salary reduc-
         tions similarly affecting all management personnel 
         of the Corporation).


<PAGE>



     (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 con-
         tributions 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) 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, dis-
close 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 Execu-
tive's employment terminates, the Executive shall not, with-
out 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 


<PAGE>


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 here-
under 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 the 
amount equal to twenty-four 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, pro-
vided however, that any amount paid to the Executive 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 other-
wise 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 pay ments 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 termina-
tion 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 Sever-
ance Agreement of even date 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 Execu-
tive's ability to perform adequately and effectively his 
duties hereunder.




<PAGE>


     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 re-
gistered 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 super-
sede all prior agreements relating to employment between the 
Executive and the Corporation, except the Severance Agree-
ment.

    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/Doris Simpson                 By/s/ Anthony P. Gammie      
Witness                                         Its



/s/Harriet Shaw                    /s/ Phillip A. Temple   
Witness                                 



<PAGE>


                     SEVERANCE AGREEMENT



     THIS AGREEMENT, made the 15TH day of MARCH, 1993, by and 
between BOWATER INCORPORATED, a Delaware corporation having a 
mailing address of ONE PARKLANDS DRIVE, DARIEN, CONNECTICUT  
06820, (the "Corporation"), and PHILLIP A. TEMPLE of 1500 
LAKE SHORE DRIVE, CHICAGO, ILLINOIS  60610 (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 con-
trol of the Corporation may result in the departure or dis-
traction 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, in-
cluding 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 Corpora-
         tion'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.


<PAGE>



     (b) "Affiliate" and "Associate" shall have the respec-
         tive 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 con-
         viction 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 negli-
         gence 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 circum-
         stances claimed to provide the basis for the Execu-
         tive'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 mem-
               bership of the Board shall be Continuing 
               Directors; or

         (iii) the shareholders of the Corporation shall ap-
               prove a merger or consolidation of the Cor-
               poration 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 

<PAGE>



         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 Con-
         trol.

     (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 partici-
                pation 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 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


<PAGE>


          (vi)  the relocation of the principal office at 
                which the Executive is to perform his ser-
                vices 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 obliga-
                tions subsequent to the Change in Control.

           Any circumstance described in this Section 1(g) 
         shall constitute Good Reason even if such circum-
         stance would not constitute a breach by the Corpora-
         tion 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 reason-
         able 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 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 March 15, 1993 and ending on 
         March 14, 1995.  The term of this Agreement shall 
         automatically be extended on March 15, 1994 until 
         March 14, 1996 without further action by the 
         parties, and shall be automatically extended by an 
         additional year on each succeeding March 15, unless 
         either the Corporation or the Executive shall have 
         served notice upon the other party prior to such 
         March 15 of its or his intention either that the 

<PAGE>


         term of this Agreement shall not be extended, or 
         that the Executive's Employment Agreement is termi-
         nated, provided, however, that if a Change in 
         Control of the Corporation shall occur during the 
         term of this Agreement, this Agreement shall con-
         tinue 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 employ-
         ment 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 Execu-
tive'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 ter-
         mination 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 Execu-
         tive 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:


<PAGE>


        (i)    an amount equal to two (2) times the Execu-
               tive's annual base salary on the effective 
               date of the termination or, if higher, immedi-
               ately 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

         (iv)  an amount equal to twenty percent (20%) of the 
               Executive's annual base salary on the effec-
               tive 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 


<PAGE>


               the year in which the Change in Control occur-
               red 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 per-
               formance, 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 Execu-
               tive 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 termina-
               tion 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 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 Elec-
               tion 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.


<PAGE>


     (c) The Corporation shall pay or provide to the Execu-
         tive 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 Cor-
         poration 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.  Notwith-
         standing 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 employ-
         ment.

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

     (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 Cor-
         poration or any Affiliate or Associate of the Cor-
         poration 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 

<PAGE>


         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 
         accountants (other than the Corporation's indepen-
         dent 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(a), such
               payments or benefits are not subject to the Excise
               Tax; and

          (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 dis-
         covered.

     (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 owned 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 

<PAGE>


         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 Execu-
tive 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, adminis-
trators, 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 regis-
tered 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 accor-
dance 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 en-
forcement of such modification, waiver or discharge is 


<PAGE>


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 per-
formance of this Agreement shall be governed by the sub-
stantive laws of the State of Connecticut.


9.   VALIDITY

     The invalidity or unenforceability of any provision of 
this Agreement shall not affect the validity or enforce-
ability 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 Execu-
tive's principal residence is located nearest to such prin-
cipal 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 arbitra-
tion 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 counter-
parts, each of which shall be deemed to be an original but 
all of which together will constitute one and the same in-
strument.


<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/Doris Simpson              By  /s/ Anthony P. Gammie    
Witness                                      Its






/s/ Harriet Shaw                  /s/ Phillip A. Temple
Witness


