

                               BOWATER INCORPORATED



                         TRUST COMPANY BANK, as Depositary



                                        and


                         THE HOLDERS FROM TIME TO TIME OF
                     THE DEPOSITARY RECEIPTS DESCRIBED HEREIN
                                 IN RESPECT OF THE
                       % SERIES C CUMULATIVE PREFERRED STOCK





                                      _______

                                 Deposit Agreement
                                      _______




                           Dated as of February   , 1994

















                                 TABLE OF CONTENTS


                                                                   Page

           PARTIES . . . . . . . . . . . . . . . . . . . . . . .      1
           RECITALS  . . . . . . . . . . . . . . . . . . . . . .      1


                                     ARTICLE I

                                    DEFINITIONS


           Business Day  . . . . . . . . . . . . . . . . . . . .      1
           Certificate of Designations . . . . . . . . . . . . .      2
           Certificate of Incorporation  . . . . . . . . . . . .      2
           Common Stock  . . . . . . . . . . . . . . . . . . . .      2
           Company . . . . . . . . . . . . . . . . . . . . . . .      2
           Corporate Office  . . . . . . . . . . . . . . . . . .      2
           Deposit Agreement . . . . . . . . . . . . . . . . . .      2
           Depositary  . . . . . . . . . . . . . . . . . . . . .      2
           Depositary Share  . . . . . . . . . . . . . . . . . .      2
           Depositary's Agent  . . . . . . . . . . . . . . . . .      2
           Receipt . . . . . . . . . . . . . . . . . . . . . . .      3
           record holder . . . . . . . . . . . . . . . . . . . .      3
           Registrar . . . . . . . . . . . . . . . . . . . . . .      3
           Securities Act  . . . . . . . . . . . . . . . . . . .      3
           Series C Preferred Stock  . . . . . . . . . . . . . .      3

                                    ARTICLE II

              FORM OF RECEIPTS, DEPOSIT OF SERIES C PREFERRED STOCK,
                         EXECUTION AND DELIVERY, TRANSFER,
                       SURRENDER AND REDEMPTION OF RECEIPTS


           SECTION 2.01.  Form and Transferability 
                          of Receipts  . . . . . . . . . . . . .      3
           SECTION 2.02.  Deposit of Series C Preferred Stock; 
                          Execution and Delivery of Receipts
                          in Respect Thereof . . . . . . . . . .      5
           SECTION 2.03.  Redemption of Series C Preferred Stock for
                          Cash . . . . . . . . . . . . . . . . .      6
           SECTION 2.04.  Transfer of Receipts . . . . . . . . .      8
           SECTION 2.05.  Combination and Split-ups of Receipts       9
           SECTION 2.06.  Surrender of Receipts and Withdrawal
                          of Series C Preferred Stock  . . . . .      9









                                                                      2




           SECTION 2.07   Limitations on Execution and Delivery,
                          Transfer, Split-up, Combination, 
                          Surrender and Exchange of Receipts . .     10
           SECTION 2.08.  Lost Receipts, etc.  . . . . . . . . .     11
           SECTION 2.09.  Cancellation and Destruction of 
                          Surrendered Receipts . . . . . . . . .     11


                                    ARTICLE III

                          CERTAIN OBLIGATIONS OF HOLDERS
                            OF RECEIPTS AND THE COMPANY

           SECTION 3.01.  Filing Proofs, Certificates and Other
                          Information  . . . . . . . . . . . . .     11
           SECTION 3.02.  Payment of Taxes or Other Governmental
                          Charges  . . . . . . . . . . . . . . .     12
           SECTION 3.03.  Representations and Warranties as to 
                          Series C Preferred Stock . . . . . . .     13


                                    ARTICLE IV

                       THE SERIES C PREFERRED STOCK, NOTICES

           SECTION 4.01.  Cash Distributions . . . . . . . . . .     13
           SECTION 4.02.  Distributions Other Than Cash  . . . .     13
           SECTION 4.03.  Subscription Rights, Preferences or
                          Privileges . . . . . . . . . . . . . .     14
           SECTION 4.04.  Notice of Dividends, Fixing of Record
                          Date for Holders of Receipts . . . . .     15
           SECTION 4.05.  Voting Rights  . . . . . . . . . . . .     16
           SECTION 4.06.  Changes Affecting Series C Preferred Stock
                          and Reclassifications, Recapitalizations, 
                          etc. . . . . . . . . . . . . . . . . .     17
           SECTION 4.07.  Inspection of Reports  . . . . . . . .     17
           SECTION 4.08.  List of Receipt Holders  . . . . . . .     17




















                                                                      3




                                     ARTICLE V

                          THE DEPOSITARY AND THE COMPANY

           SECTION 5.01.  Maintenance of Offices, Agencies, 
                          Transfer Books by the Depositary, the
                          Registrar  . . . . . . . . . . . . . .     17
           SECTION 5.02.  Prevention of or Delay in Performance 
                          by the Depositary, the Depositary's
                          Agents or the Company  . . . . . . . .     18
           SECTION 5.03.  Obligations of the Depositary, the
                          Depositary's Agents and the Company  .     19
           SECTION 5.04.  Resignation and Removal of the 
                          Depositary; Appointment of Successor
                          Depositary . . . . . . . . . . . . . .     21
           SECTION 5.05.  Corporate Notices and Reports  . . . .     22
           SECTION 5.06.  Deposit of Series C Preferred Stock by 
                          the Company  . . . . . . . . . . . . .     23
           SECTION 5.07.  Indemnification by the Company . . . .     23
           SECTION 5.08.  Fees, Charges and Expenses . . . . . .     23


                                    ARTICLE VI

                              AMENDMENT AND TERMINATION

           SECTION 6.01.  Amendment  . . . . . . . . . . . . . .     23
           SECTION 6.02.  Termination  . . . . . . . . . . . . .     24


                                    ARTICLE VII

                                   MISCELLANEOUS

           SECTION 7.01.  Counterparts   . . . . . . . . . . . .     25
           SECTION 7.02.  Exclusive Benefits of Parties  . . . .     26
           SECTION 7.03.  Invalidity of Provisions   . . . . . .     26
           SECTION 7.04.  Notices  . . . . . . . . . . . . . . .     26
           SECTION 7.05.  Depositary's Agents  . . . . . . . . .     27
           SECTION 7.06.  Holders of Receipts Are Parties  . . .     27
           SECTION 7.07.  Governing Law  . . . . . . . . . . . .     27
           SECTION 7.08.  Headings . . . . . . . . . . . . . . .     27

           TESTIMONIUM   . . . . . . . . . . . . . . . . . . . .     27
           SIGNATURES  . . . . . . . . . . . . . . . . . . . . .     28

           EXHIBIT A: Form of Depositary Receipt

















                                 DEPOSIT AGREEMENT


                               DEPOSIT AGREEMENT dated as of
                          February [ ], 1994, among Bowater
                          Incorporated, a Delaware corporation, Trust
                          Company Bank, as depositary (the
                          "Depositary"), and all holders from time to
                          time of Depositary Receipts executed and
                          delivered hereunder.


                     WHEREAS,  it is desired to provide, as hereinafter
           set forth in this Deposit Agreement, for the deposit of
           shares of __% Series C Cumulative Preferred Stock, par value
           $1 per share (the "Series C Preferred Stock") of the Company
           with the Depositary, as agent for the beneficial owners of
           the Series C Preferred Stock, for the purposes set forth in
           this Deposit Agreement and for the execution and delivery
           hereunder of the Receipts (as defined below) evidencing
           Depositary Shares (as defined below) in respect of the
           Series C Preferred Stock so deposited; and

                     WHEREAS, the Receipts are to be substantially in
           the form of the Depositary Receipt annexed as Exhibit A,
           with appropriate insertions, modifications and omissions, as
           hereinafter provided in this Deposit Agreement;

                     NOW, THEREFORE, in consideration of the premises
           contained herein, and for other good and valuable
           consideration, the receipt and sufficiency of which are
           hereby acknowledged, the parties hereto hereby agree as
           follows:


                                     ARTICLE I

                                    DEFINITIONS

                     The following definitions shall apply to the
           respective terms (in the singular and plural forms of such
           terms) used in this Agreement and the Depositary Receipts:

                     "Business Day" shall mean any day other than a
           Saturday, a Sunday or a day on which commercial banking
           institutions in the City of New York, New York, or Atlanta,
           Georgia, are authorized or obligated by law or executive
           order to close.









                                                                      2




                     "Certificate of Designations" shall mean the 
           Certificate of Designations of the __% Series C Cumulative
           Preferred Stock, par value $1 per share, as filed with the
           Secretary of State of the State of Delaware, establishing
           and setting forth the rights, preferences, privileges and
           limitations of the Series C Preferred Stock.

                     "Certificate of Incorporation" shall mean the
           Restated Certificate of Incorporation, as amended from time
           to time, of the Company.

                     "Company" shall mean Bowater Incorporated, a
           Delaware corporation, and its successors.

                     "Corporate Office" shall mean the office of the
           Depositary in the city of Atlanta, Georgia, at which at any
           particular time its business in respect of matters governed
           by this Deposit Agreement shall be administered, which at
           the date of this Deposit Agreement is located at One Park
           Place, Atlanta, Georgia.

                     "Deposit Agreement" shall mean this agreement, as
           the same may be amended, modified or supplemented from time
           to time.

                     "Depositary" shall mean Trust Company Bank, as
           Depositary hereunder, and any successor as depositary
           hereunder.

                     "Depositary Share" shall mean an interest in one-
           fourth of a share of the Series C Preferred Stock deposited
           with the Depositary hereunder and the same proportional
           interest in any and all other property received by the
           Depositary in respect of such share of Series C Preferred
           Stock and held under this Deposit Agreement, all as
           evidenced by the Receipts executed and delivered hereunder. 
           Subject to the terms of this Deposit Agreement, each owner
           of a Depositary Share is entitled, proportionately, to all
           the rights, preferences and privileges of the Series C
           Preferred Stock represented by such Depositary Share,
           including the dividend, voting and liquidation rights
           contained in the Certificate of Designations, and to the
           benefits of all obligations of the Company under the
           Certificate of Designations.

                     "Depositary's Agent" shall mean an agent appointed
           by the Depositary as provided, and for the purposes
           specified, in Section 7.05.









                                                                      3




                     "Receipt" or "Depositary Receipt" shall mean a
           Depositary Receipt executed and delivered hereunder to
           evidence one or more Depositary Shares, whether in
           definitive or temporary form.

                     The term "record holder" as applied to a Receipt
           shall mean the person in whose name a Receipt is registered
           on the books maintained by the Depositary for such purpose.

                     "Registrar" shall mean any bank or trust company
           appointed to register Receipts as herein provided.

                     "Securities Act" shall mean the Securities Act of
           1933, as amended.

                     "Series C Preferred Stock" shall mean the ___%
           Series C Cumulative Preferred Stock, par value $1 per share,
           of the Company.



                                    ARTICLE II

              FORM OF RECEIPTS, DEPOSIT OF SERIES C PREFERRED STOCK,
                                     EXECUTION
                 AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS

                     SECTION 2.01.  Form and Transferability of
           Receipts.   Definitive Receipts shall be engraved or printed
           or lithographed with steel-engraved borders and shall be
           substantially in the form set forth in Exhibit A annexed to
           this Deposit Agreement, with appropriate insertions,
           modifications and omissions, as hereinafter provided. 
           Pending preparation of definitive Receipts, the Depositary,
           upon the written order of the Company or any holder of
           Series C Preferred Stock, as the case may be, delivered for
           deposit in compliance with Section 2.02, shall execute and
           deliver temporary Receipts which are printed, lithographed,
           typewritten, mimeographed or otherwise substantially of the
           tenor of the definitive Receipts in lieu of which they are
           executed and delivered and with such appropriate insertions,
           omissions, substitutions and other variations as the persons
           executing such Receipts may determine, as evidenced by their
           execution of such Receipts.  If temporary Receipts are
           executed and delivered, the Company and the Depositary will
           cause definitive Receipts to be prepared without
           unreasonable delay.  After the preparation of definitive
           Receipts, the temporary Receipts shall be exchangeable for









                                                                      4




           definitive Receipts upon surrender of the temporary Receipts
           at an office described in the second to last paragraph of
           Section 2.02, without charge to the holder.  Upon surrender
           for cancellation of any one or more temporary Receipts, the
           Depositary shall execute and deliver in exchange therefor
           definitive Receipts representing the same number of
           Depositary Shares as represented by the surrendered
           temporary Receipt or Receipts.  Such exchange shall be made
           at the Company's expense and without any charge therefor. 
           Until so exchanged, the temporary Receipts shall in all
           respects be entitled to the same benefits under this
           Agreement, and with respect to the Series C Preferred Stock
           deposited hereunder, as definitive Receipts.

                     Receipts shall be executed by the Depositary by
           the manual signature of a duly authorized signatory of the
           Depositary; provided, however, that such signature may be a
           facsimile if a Registrar (other than the Depositary) shall
           have countersigned the Receipts by the manual signature of a
           duly authorized signatory of the Registrar.  No Receipt
           shall be entitled to any benefits under this Deposit
           Agreement or be valid or obligatory for any purpose unless
           it shall have been executed as provided in the preceding
           sentence.  The Depositary shall record on its books each
           Receipt executed as provided above and delivered as
           hereinafter provided.

                     Except as the Depositary may otherwise determine,
           Receipts shall be in denominations of any number of whole
           Depositary Shares.  All Receipts shall be dated the date of
           their execution.

                     Receipts may be endorsed with or have incorporated
           in the text thereof such legends or recitals or changes not
           inconsistent with the provisions of this Deposit Agreement
           as may be required by the Depositary or required to comply
           with any applicable law or regulation or with the rules and
           regulations of any securities exchange upon which the
           Series C Preferred Stock or the Depositary Shares may be
           listed or to conform with any usage with respect thereto, or
           to indicate any special limitations or restrictions to which
           any particular Receipts are subject by reason of the date of
           issuance of the Series C Preferred Stock or otherwise.

                     Title to any Receipt (and to the Depositary Shares
           evidenced by such Receipt) that is properly endorsed or
           accompanied by a properly executed instrument of transfer or
           endorsement, or other instrument satisfactory to the









                                                                      5




           Depositary, shall be transferable by delivery; provided, 
           however, that until a Receipt shall be transferred on the
           books of the Depositary as provided in Section 2.04, the
           Depositary and the Company may, notwithstanding any notice
           to the contrary, treat the record holder thereof at such
           time as the absolute owner thereof for the purpose of
           determining the person entitled to distribution of dividends
           or other distributions or to any notice provided for in this
           Deposit Agreement and for all other purposes.

                     SECTION 2.02.  Deposit of Series C Preferred
           Stock; Execution and Delivery of Receipts in Respect
           Thereof.  Subject to the terms and conditions of this
           Deposit Agreement, the Company or any holder of Series C
           Preferred Stock may deposit shares of Series C Preferred
           Stock under this Deposit Agreement by delivery to the
           Depositary of a certificate or certificates for the shares
           of Series C Preferred Stock to be deposited, properly
           endorsed or accompanied by a properly executed instrument of
           transfer or endorsement in form satisfactory to the
           Depositary, together with (i) all such certifications as may
           be required by the Depositary in accordance with the
           provisions of this Deposit Agreement and (ii) a written
           order directing the Depositary to execute and deliver to or
           upon the written order of the person or persons stated in
           such order a Receipt or Receipts for the number of
           Depositary Shares representing such deposited Series C
           Preferred Stock.

                     If required by the Depositary, Series C Preferred
           Stock presented for deposit at any time, whether or not the
           register of holders of Receipts is closed, shall also be
           accompanied by an agreement or assignment, or other
           instrument satisfactory to the Depositary, that will provide
           for the prompt transfer to the Depositary or its nominee of
           any dividend or right to subscribe for additional Series C
           Preferred Stock or to receive other property that any person
           in whose name the Series C Preferred Stock is or has been
           registered may thereafter receive upon or in respect of such
           deposited Series C Preferred Stock, or in lieu thereof such
           agreement of indemnity or other agreement as shall be
           satisfactory to the Depositary.

                     Upon receipt by the Depositary of a certificate or
           certificates for the shares of Series C Preferred Stock to
           be deposited hereunder, together with the other documents
           specified above, the Depositary shall, as soon as transfer
           and registration can be accomplished, present such









                                                                      6




           certificates to the registrar and transfer agent of the
           Series C Preferred Stock for transfer and registration in
           the name of the Depositary or its nominee of the shares of
           Series C Preferred Stock being deposited.  Deposited Series
           C Preferred Stock shall be held by the Depositary in an
           account to be established by the Depositary at the Corporate
           Office.

                     Upon receipt by the Depositary of a certificate or
           certificates for Series C Preferred Stock to be deposited
           hereunder, together with the other documents specified
           above, the Depositary, subject to the terms and conditions
           of this Deposit Agreement, shall execute and deliver to or
           upon the order of the person or persons named in the written
           order delivered to the Depositary referred to in the first
           paragraph of this Section 2.02 a Receipt or Receipts for the
           number of whole Depositary Shares representing the Series C
           Preferred Stock so deposited and registered in such name or
           names as may be requested by such person or persons.  The
           Depositary shall execute and deliver such Receipt or
           Receipts at the Corporate Office, except that, at the
           request, risk and expense of any person requesting such
           delivery, such delivery may be made at such other place as
           may be designated by such person.  In each case, delivery
           will be made only upon payment by such person to the
           Depositary of all taxes and other governmental charges and
           any fees payable in connection with such deposit and the
           transfer of the deposited Series C Preferred Stock.

                     The Company shall deliver to the Depositary from
           time to time such quantities of Receipts as the Depositary 
           may request to enable the Depositary to perform its
           obligations under this Deposit Agreement.

                     SECTION 2.03.  Redemption of Series C Preferred
           Stock for Cash.  Whenever the Company shall elect to redeem
           shares of Series C Preferred Stock in accordance with the
           Certificate of Designations it shall (unless otherwise
           agreed in writing with the Depositary) give the Depositary
           in its capacity as Depositary notice of the date of such
           proposed redemption of the Series C Preferred Stock, which
           notice shall be given not less than 40 nor more than 70 days
           prior to the date of the proposed redemption and be
           accompanied by a certificate from the Company stating that
           such redemption of the Series C Preferred Stock is in
           accordance with the provisions of the Certificate of
           Designations.  Such notice shall be in addition to the
           notice required to be given for redemption pursuant to the









                                                                      7




           Certificate of Designations.  On the date of any such
           redemption of Series C Preferred Stock, provided that the
           Company shall then have paid in full to the Depositary the
           redemption price of the Series C Preferred Stock to be
           redeemed, the Depositary shall redeem the number of
           Depositary Shares representing such redeemed Series C
           Preferred Stock.  Subject to the penultimate sentence of
           this Paragraph, the Depositary shall mail, first class
           postage prepaid, notice of the redemption of Series C
           Preferred Stock and the proposed simultaneous redemption of
           the Depositary Shares representing the Series C Preferred
           Stock to be redeemed, not less than 30 and not more than 60
           days prior to the date fixed for redemption of such Series C
           Preferred Stock and Depositary Shares (the "Redemption
           Date"), to the record holders of the Receipts evidencing the
           Depositary Shares to be so redeemed, at the addresses of
           such holders as they appear on the records of the
           Depositary; but neither failure to mail any such notice to
           one or more such holders nor any defect in any notice to one
           or more such holders shall affect the sufficiency of the
           proceedings for redemption as to other holders.  Each such
           notice shall state:  (i) the Redemption Date; (ii) the
           number of Depositary Shares to be redeemed and, if less than
           all the Depositary Shares held by any such holder are to be
           redeemed, the number of such Depositary Shares held by such
           holder to be so redeemed; (iii) the redemption price;
           (iv) the place or places where Receipts evidencing
           Depositary Shares are to be surrendered for payment of the
           redemption price; and (v) that dividends in respect of the
           shares of Series C Preferred Stock represented by the
           Depositary Shares to be redeemed will cease to accumulate on
           such Redemption Date.  Any such notices shall be mailed in
           the same manner as notices of redemption of the Series C
           Preferred Stock are required to be mailed pursuant to
           paragraph 3 of the Certificate of Designations and published
           in the same manner as notices of redemption of the Series C
           Preferred Stock are required to be published pursuant to
           said paragraph, if so required.  In case fewer than all the
           outstanding Depositary Shares are to be redeemed, the
           Depositary Shares to be redeemed shall be selected by lot or
           pro rata (as nearly as may be) or by any other equitable
           method determined by the Depositary to be consistent with
           the method determined by the Board of Directors of the
           Company with respect to the Series C Preferred Stock.

                     Notice having been mailed and published by the
           Depositary as aforesaid, from and after the Redemption Date
           (unless the Company shall have failed to redeem the shares









                                                                      8




           of Series C Preferred Stock to be redeemed by it, as set
           forth in the Company's notice provided for in the preceding
           paragraph), the Depositary Shares called for redemption
           shall be deemed no longer to be outstanding and all rights
           of the holders of Receipts evidencing such Depositary Shares
           (except the right to receive the redemption price) shall, to
           the extent of such Depositary Shares, cease and terminate. 
           Upon surrender in accordance with said notice of the
           Receipts evidencing such Depositary Shares (properly
           endorsed or assigned for transfer, if the Depositary shall
           so require), such Depositary Shares shall be redeemed at a
           redemption price per Depositary Share equal to one-fourth of
           the redemption price per share paid in respect of the shares
           of Series C Preferred Stock plus all money and other
           property, if any, represented by such Depositary Shares,
           including all amounts paid by the Company in respect of
           dividends which on the redemption date have accrued on the
           shares of Series C Preferred Stock to be so redeemed and
           have not theretofore been declared or paid.  The foregoing
           shall be subject further to the terms and conditions of the
           Certificate of Designations.

                     If fewer than all of the Depositary Shares
           evidenced by a Receipt are called for redemption, the
           Depositary will deliver to the holder of such Receipt upon
           its surrender to the Depositary, together with the
           redemption payment, a new Receipt evidencing the Depositary
           Shares evidenced by such prior Receipt and not called for
           redemption.

                     The Depositary shall not be required (a) to
           execute and deliver, transfer or exchange any Receipts for a
           period beginning at the opening of business 15 days next
           preceding any selection of Depositary Shares and Series C
           Preferred Stock to be redeemed and ending at the close of
           business on the day of the mailing of notice of redemption
           of Depositary Shares or (b) to transfer or exchange for
           another Receipt any Receipt evidencing Depositary Shares
           called or being called for redemption in whole or in part,
           except as provided in the immediately preceding paragraph.

                     SECTION 2.04.  Transfer of Receipts.  Subject to
           the terms and conditions of this Deposit Agreement, the
           Depositary shall make transfers on its books from time to
           time of Receipts upon any surrender thereof at the Corporate
           Office or such other office as the Depositary may designate
           for such purpose, by the holder in person or by a duly
           authorized attorney, properly endorsed or accompanied by a
           properly executed instrument of transfer or endorsement, or








                                                                      9




           other instrument satisfactory to the Depositary, together
           with evidence of the payment of any transfer taxes as may be
           required by law.  Upon such surrender, the Depositary shall
           execute a new Receipt or Receipts and deliver the same to or
           upon the order of the person or persons entitled thereto
           evidencing the same aggregate number of Depositary Shares
           evidenced by the Receipt or Receipts surrendered.

                     SECTION 2.05.  Combination and Split-ups of
           Receipts.  Upon surrender of a Receipt or Receipts at the
           Corporate Office or such other office as the Depositary may
           designate for the purposes of effecting a split-up or
           combination of Receipts, subject to the terms and conditions 
           of this Deposit Agreement, the Depositary shall execute and
           deliver a new Receipt or Receipts in the authorized
           denominations requested evidencing the same aggregate number
           of Depositary Shares evidenced by the Receipt or Receipts
           surrendered; provided, however, that the Depositary shall
           not execute and deliver any Receipt evidencing a fractional
           Depositary Share.

                     SECTION 2.06.  Surrender of Receipts and
           Withdrawal of Series C Preferred Stock.  Any holder of a
           Receipt or Receipts may withdraw any or all of the Series C
           Preferred Stock (but only in whole shares of Series C
           Preferred Stock) represented by the Depositary Shares
           evidenced by such Receipts and all money and other property,
           if any, represented by such Depositary Shares by
           surrendering such Receipt or Receipts, properly endorsed or
           accompanied by a properly executed instrument of transfer or
           endorsement, or other instrument satisfactory to the
           Depositary, at the Corporate Office or such other office as
           the Depositary may designate for such withdrawals.  After
           such surrender, without unreasonable delay, the Depositary
           shall deliver to such holder, or to the person or persons
           designated by such holder as hereinafter provided, the whole
           number of shares of Series C Preferred Stock and all such
           money and other property, if any, represented by the
           Depositary Shares evidenced by the Receipt or Receipts so
           surrendered for withdrawal.  If the Receipt or Receipts
           delivered by the holder to the Depositary in connection with
           such withdrawal shall evidence a number of Depositary Shares
           in excess of the number of whole Depositary Shares
           representing the whole number of shares of Series C
           Preferred Stock to be withdrawn, the Depositary shall at the
           same time, in addition to such whole number of shares of
           Series C Preferred Stock and such money and other property,
           if any, to be withdrawn, deliver to such holder, or (subject
           to Section 2.04) upon his order, a new Receipt or Receipts









                                                                     10




           evidencing such excess number of whole Depositary Shares. 
           Delivery of the Series C Preferred Stock and such money and
           other property being withdrawn may be made by the delivery
           of such certificates, documents of title, and other
           instruments as the Depositary may deem appropriate, which,
           if required by the Depositary, shall be properly endorsed or
           accompanied by proper instruments of transfer.

                     If the Series C Preferred Stock and the money and
           other property being withdrawn are to be delivered to a
           person or persons other than the record holder of the
           Receipt or Receipts being surrendered for withdrawal of
           Series C Preferred Stock, such holder shall execute and
           deliver to the Depositary a written order so directing the
           Depositary and the Depositary may require that the Receipt
           or Receipts surrendered by such holder for withdrawal of
           such shares of Series C Preferred Stock be properly endorsed
           in blank or accompanied by a properly executed instrument of
           transfer or endorsement in blank.

                     The Depositary shall deliver the Series C
           Preferred Stock and the money and other property, if any,
           represented by the Depositary Shares evidenced by Receipts
           surrendered for withdrawal at the Corporate Office, except
           that, at the request, risk and expense of the holder
           surrendering such Receipt or Receipts and for the account of
           the holder thereof, such delivery may be made at such other
           place as may be designated by such holder.

                     SECTION 2.07  Limitations on Execution and
           Delivery, Transfer, Split-up, Combination, Surrender and
           Exchange of Receipts.  As a condition precedent to the
           execution and delivery, transfer, split-up, combination,
           surrender or exchange of any Receipt, the Depositary, any of
           the Depositary's Agents or the Company may require any or
           all of the following:  (i) payment to it of a sum sufficient
           for the payment (or, in the event that the Depositary or the
           Company shall have made such payment, the reimbursement to
           it) of any tax or other governmental charge with respect
           thereto (including any such tax or charge with respect to
           the Series C Preferred Stock being deposited or withdrawn);
           (ii) the production of proof satisfactory to it as to the
           identity and genuineness of any signature; and (iii)
           compliance with  such regulations, if any, as the Depositary
           or the Company may establish not inconsistent with the
           provisions of the Deposit Agreement.











                                                                     11




                     The deposit of Series C Preferred Stock may be
           refused, the delivery of Receipts against Series C Preferred
           Stock may be suspended, the transfer of Receipts may be
           refused, and the transfer, split-up, combination, surrender
           or exchange of outstanding Receipts may be suspended (i)
           during any period when the register of holders of Receipts
           is closed, (ii) if any such action is deemed necessary or
           advisable by the Depositary, any of the Depositary's Agents
           or the Company at any time or from time to time because of
           any requirement of law or of any government or governmental
           body or commission, or under any provision of this Deposit
           Agreement, or (iii) with the approval of the Company, for
           any other reason.  

                     SECTION 2.08.  Lost Receipts, etc.  In case any
           Receipt shall be mutilated or destroyed or lost or stolen,
           the Depositary in its discretion may execute and deliver a
           Receipt of like form and tenor in exchange and substitution
           for such mutilated Receipt or in lieu of and in substitution
           for such destroyed, lost or stolen Receipt; provided,
           however, that the holder thereof provides the Depositary
           with (i) evidence satisfactory to the Depositary of such
           destruction, loss or theft of such Receipt, of the
           authenticity thereof and of his ownership thereof, (ii)
           reasonable indemnification satisfactory to the Depositary
           and (iii) payment of any expense (including fees, charges
           and expenses of the Depositary) in connection with such
           execution and delivery.

                     SECTION 2.09.  Cancellation and Destruction of
           Surrendered Receipts.  All Receipts surrendered to the
           Depositary or any Depositary's Agent shall be cancelled by
           the Depositary.  Except as prohibited by applicable law or
           regulation, the Depositary is authorized to destroy such
           Receipts so cancelled.


                                    ARTICLE III

                          CERTAIN OBLIGATIONS OF HOLDERS
                            OF RECEIPTS AND THE COMPANY

                     SECTION 3.01.  Filing Proofs, Certificates and
           Other Information.  Any person presenting Series C Preferred
           Stock for deposit or any holder of a Receipt may be required
           from time to time to file such proof of residence or other
           information, to execute such certificates and to make such
           representations and warranties as the Depositary or the









                                                                     12




           Company may reasonably deem necessary or proper.  The
           Depositary or the Company may withhold or delay the delivery
           of any Receipt, the transfer, redemption or exchange of any
           Receipt, the withdrawal of the Series C Preferred Stock or
           money or other property, if any, represented by the
           Depositary Shares evidenced by any Receipt or the
           distribution of any dividend or other distribution until
           such proof or other information is filed, such certificates
           are executed or such representations and warranties are
           made.

                     SECTION 3.02.  Payment of Taxes or Other 
           Governmental Charges.  If any tax or other governmental
           charge shall become payable by or on behalf of the
           Depositary with respect to any Receipt, the Depositary
           Shares evidenced by such Receipt, the Series C Preferred
           Stock (or fractional interest therein) represented by such
           Depositary Shares or any transaction referred to in
           Section 4.06, such tax (including transfer, issuance or
           acquisition taxes, if any) or governmental charge shall be
           payable by the holder of such Receipt.  Until such payment
           is made, transfer, redemption or exchange of any Receipt or
           any withdrawal of the Series C Preferred Stock or money or
           other property, if any, represented by the Depositary Shares
           evidenced by such Receipt may be refused, any dividend or
           other distribution with respect to such Receipt or the
           Series C Preferred Stock represented by the Depositary
           Shares evidenced by such Receipt may be withheld and any
           part or all of the Series C Preferred Stock or other
           property represented by the Depositary Shares evidenced by
           such Receipt may be sold for the account of the holder
           thereof (after attempting by reasonable means to notify such
           holder prior to such sale).  Any dividend or other
           distribution so withheld and the proceeds of any such sale
           may be applied to any payment of such tax or other
           governmental charge, the holder of such Receipt remaining
           liable for any deficiency.  The Depositary shall act as the
           withholding agent for any payments, distributions, and
           exchanges made with respect to the Depositary Shares and
           Receipts, and the Series C Preferred Stock, or other
           securities or assets represented thereby (collectively, the
           "Securities").  The Depositary shall be responsible with
           respect to the Securities for the timely (i) collection and
           deposit of any required withholding or backup withholding
           tax, and (ii) filing of any information returns or other
           documents with federal (and other applicable) taxing
           authorities.  In the event the Depositary is required to pay
           any such amounts, the Company shall reimburse the Depositary









                                                                     13




           for payment thereof upon the request of the Depositary and
           the Depositary shall, upon the Company's request and as
           instructed by the Company, pursue its rights against such
           holder at the Company's expense.

                     SECTION 3.03.  Representations and Warranties as
           to Series C Preferred Stock.  Each person depositing Series
           C Preferred Stock under this Deposit Agreement shall be
           deemed thereby to represent and warrant that such Series C
           Preferred Stock and each certificate therefor are valid and
           that the person making such deposit is duly authorized to do
           so.  Such representations and warranties shall survive the
           deposit of the Series C Preferred Stock and the execution
           and delivery of Receipts.


                                    ARTICLE IV

                       THE SERIES C PREFERRED STOCK, NOTICES

                     SECTION 4.01.  Cash Distributions.  Whenever the
           Depositary shall receive any cash dividend or other cash
           distribution on the Series C Preferred Stock, the Depositary
           shall, subject to Section 3.02, distribute to record holders
           of Receipts on the record date fixed pursuant to
           Section 4.04 such portions of such sum as are, as nearly as
           practicable, proportionate to the respective numbers of
           Depositary Shares evidenced by the Receipts held by such
           holders; provided, however, that in case the Company or the
           Depositary shall be required to withhold and does withhold
           from any cash dividend or other cash distribution in respect
           of the Series C Preferred Stock an amount on account of
           taxes or as otherwise required by law, regulation or court
           order, the amount made available for distribution or
           distributed in respect of Depositary Shares shall be reduced
           accordingly.  The Depositary shall distribute or make
           available for distribution, as the case may be, only such
           amount, however, as can be distributed without attributing
           to any owner of Depositary Shares a fraction of one cent and
           any balance not so distributable shall be held by the
           Depositary (without liability for interest thereon) and
           shall be added to and be treated as part of the next sum
           received by the Depositary for distribution to record
           holders of Receipts then outstanding.

                     SECTION 4.02.  Distributions Other Than Cash. 
           Whenever the Depositary shall receive any distribution other
           than cash on the Series C Preferred Stock, the Depositary









                                                                     14




           shall, subject to Section 3.02, distribute to record holders
           of Receipts on the record date fixed pursuant to
           Section 4.04 such portions of the securities or property
           received by it as are, as nearly as practicable,
           proportionate to the respective numbers of Depositary Shares
           evidenced by the Receipts held by such holders, in any
           manner that the Depositary and the Company may deem
           equitable and practicable for accomplishing such
           distribution.  If, in the opinion of the Company after
           consultation with the Depositary, such distribution cannot
           be made proportionately among such record holders, or if for
           any other reason (including any requirement that the Company
           or the Depositary withhold an amount on account of taxes or
           as otherwise required by law, regulation or court order),
           the Depositary deems, after consultation with the Company,
           such distribution not to be feasible, the Depositary may,
           with the approval of the Company, adopt such method as it
           deems equitable and practicable for the purpose of effecting
           such distribution, including the sale (at public or private
           sale) of the securities or property thus received, or any
           part thereof, at such place or places and upon such terms as
           it may deem proper.  The net proceeds of any such sale
           shall, subject to Section 3.02, be distributed or made
           available for distribution, as the case may be, by the
           Depositary to record holders of Receipts as provided by
           Section 4.01 in the case of a distribution received in cash.

                     SECTION 4.03.  Subscription Rights, Preferences or
           Privileges.  If the Company shall at any time offer or cause
           to be offered to the persons in whose names Series C
           Preferred Stock is registered on the books of the Company
           any rights, preferences or privileges to subscribe for or to
           purchase any securities or any rights, preferences or
           privileges of any other nature, such rights, preferences or
           privileges shall in each such instance be made available by
           the Depositary to the record holders of Receipts if the
           Company so directs in such manner as the Company shall
           instruct (including by the execution and delivery to such
           record holders of warrants representing such rights,
           preferences or privileges); provided, however, that (a) if
           at the time of issue or offer of any such rights,
           preferences or privileges the Company determines that it is
           not lawful or feasible to make such rights, preferences or
           privileges available to some or all holders of Receipts (by
           the execution and delivery of warrants or otherwise) or (b)
           if and to the extent instructed by holders of Receipts who
           do not desire to exercise such rights, preferences or
           privileges, the Depositary shall then, if so instructed by









                                                                     15




           the Company, and if applicable laws and the terms of such
           rights, preferences or privileges so permit, sell such
           rights, preferences or privileges of such holders  at public
           or private sale, at such place or places and upon such terms
           as it may deem proper.  The net proceeds of any such sale
           shall, subject to Section 3.02, be distributed by the
           Depositary to the record holders of Receipts entitled
           thereto in accordance with the withholding and fractional
           amount provisions of Section 4.01.

                     If registration under the Securities Act of the
           securities to which any rights, preferences or privileges
           relate is required in order for holders of Receipts to be
           offered or sold such securities, the Company shall promptly
           file a registration statement pursuant to the Securities Act
           with respect to such securities and use its best efforts and
           take all steps available to it to cause such registration
           statement to become effective sufficiently in advance of the
           expiration of such rights, preferences or privileges to
           enable such holders to exercise such rights, preferences or
           privileges.  In no event shall the Depositary make available
           to the holders of Receipts any right, preference or
           privilege to subscribe for or to purchase any securities
           unless and until notified by the Company in writing that
           such registration statement has become effective or that the
           offering and sale of such securities to such holders are
           exempt from registration under the provisions of the
           Securities Act.

                     If any other action under the law of any
           jurisdiction or any governmental or administrative
           authorization, consent or permit is required in order for
           such rights, preferences or privileges to be made available
           to holders of Receipts, the Company agrees with the
           Depositary that the Company will use its best efforts to
           take such action or obtain such authorization, consent or
           permit sufficiently in advance of the expiration of such
           rights, preferences or privileges to enable such holders to
           exercise such rights, preferences or privileges.

                     SECTION 4.04.  Notice of Dividends, Fixing of 
           Record Date for Holders of Receipts.  Whenever any cash
           dividend or other cash distribution shall become payable, or
           any distribution other than cash shall be made, or any
           rights, preferences or privileges shall at any time be
           offered, with respect to the Series C Preferred Stock, or
           whenever the Depositary shall receive notice of (i) any
           meeting at which holders of Series C Preferred Stock are









                                                                     16




           entitled to vote or of which holders of Series C Preferred
           Stock are entitled to notice or (ii) any election on the
           part of the Company to call for redemption any shares of
           Series C Preferred Stock, the Depositary shall in each such
           instance fix a record date (which shall be the same date as
           the record date fixed by the Company with respect to the
           Series C Preferred Stock) for the determination of the
           holders of Receipts (i) who shall be entitled to receive
           such dividend, distribution, rights, preferences or
           privileges or the net proceeds of the sale thereof, or to
           give instructions for the exercise of voting rights at any
           such meeting or to receive notice of such meeting or
           (ii) whose Depositary Shares are to be so redeemed.

                     SECTION 4.05.  Voting Rights.  Upon issuance of
           notice of any meeting at which the holders of Series C
           Preferred Stock are entitled to vote, the Company shall
           direct the Depositary, as soon as practicable thereafter, to
           mail to the record holders of Receipts a notice, which shall
           be provided by the Company and which shall contain (i) such
           information as is contained in such notice of meeting, (ii)
           a statement that the holders of Receipts at the close of
           business on a specified record date fixed pursuant to
           Section 4.04 will be entitled, subject to any applicable
           provision of law, the Certificate of Incorporation or the
           Certificate of Designations, to instruct the Depositary as
           to the exercise of the voting rights pertaining to the
           amount of Series C Preferred Stock represented by their
           respective Depositary Shares and (iii) a brief statement as
           to the manner in which such instructions may be given.  Upon
           the written request of a holder of a Receipt on such record
           date, the Depositary shall endeavor insofar as practicable
           to vote or cause to be voted the amount of Series C
           Preferred Stock represented by the Depositary Shares
           evidenced by such Receipt in accordance with the
           instructions set forth in such request.  The Company hereby
           agrees to take all reasonable action that may be deemed
           necessary by  the Depositary in order to enable the
           Depositary to vote such Series C Preferred Stock or cause
           such Series C Preferred Stock to be voted.  In the absence
           of specific instructions from the holder of a Receipt, the
           Depositary will abstain from voting to the extent of the
           Series C Preferred Stock represented by the Depositary
           Shares evidenced by such Receipt.  After aggregating all
           voting Depositary Shares, the Depositary will disregard for
           voting purposes any fractional share of Series C Preferred
           Stock remaining.










                                                                     17




                     SECTION 4.06.  Changes Affecting Series C
           Preferred Stock and Reclassifications, Recapitalizations,
           etc.  Upon any split-up, consolidation or any other
           reclassification of Series C Preferred Stock, or upon any
           recapitalization, reorganization, merger, amalgamation or
           consolidation affecting the Company or to which it is a
           party or sale of all or substantially all of the Company's
           assets, the Depositary shall, upon the instructions of the
           Company, treat any shares of stock or other securities or
           property (including cash) that shall be received by the
           Depositary in exchange for or upon conversion of or in
           respect of the Series C Preferred Stock as new deposited
           property under this Deposit Agreement, and Receipts then
           outstanding shall thenceforth represent the proportionate
           interests of holders thereof in the new deposited shares,
           other securities or other property so received in exchange
           for or upon conversion or in respect of such Series C
           Preferred Stock.  In any such case the Depositary may, in
           its discretion, with the approval of the Company, execute
           and deliver additional Receipts, or may call for the
           surrender of all outstanding Receipts to be exchanged for
           new Receipts specifically describing such new deposited
           shares, other securities or other property.

                     SECTION 4.07.  Inspection of Reports.  The
           Depositary shall make  available for inspection by holders
           of Receipts at the Corporate Office and at such other places
           as it may from time to time deem advisable during normal
           business hours any reports and communications received from
           the Company that are both received by the Depositary as the
           holder of Series C Preferred Stock and made generally
           available to the holders of Series C Preferred Stock by the
           Company.

                     SECTION 4.08.  List of Receipt Holders.   Promptly
           upon request from time to time by the Company and at the
           Company's expense, the Depositary shall furnish to it a
           list, as of a recent date, of the names, addresses and
           holdings of Depositary Shares of all persons in whose names
           Receipts are registered on the books of the Depositary.


                                     ARTICLE V

                          THE DEPOSITARY AND THE COMPANY

                     SECTION 5.01.  Maintenance of Offices, Agencies,
           Transfer Books by the Depositary, the Registrar.   Upon









                                                                     18




           execution of this Deposit Agreement in accordance with its
           terms, the Depositary shall maintain (i) at the Corporate
           Office, facilities for the execution and delivery, transfer,
           surrender and exchange, split-up and combination of Receipts
           and deposit and withdrawal of Series C Preferred Stock and
           (ii) at the offices of the Depositary's Agents, if any,
           facilities for the delivery, transfer, surrender and
           exchange, split-up, combination and redemption of Receipts
           and deposit and withdrawal of Series C Preferred Stock, all
           in accordance with the provisions of this Deposit Agreement.

                     The Depositary shall keep books at the Corporate
           Office for the registration and transfer of Receipts, which
           books during normal business hours shall be open for
           inspection by the record holders of Receipts, as provided by
           applicable law, and by the Company.  The Depositary shall
           consult with the Company upon receipt of any request for
           inspection.  The Depositary may close such books, at any
           time or from time to time, when deemed expedient by it in
           connection with the performance of its duties hereunder.

                     If the Receipts or the Depositary Shares evidenced
           thereby or the Series C Preferred Stock represented by such
           Depositary Shares shall be listed on the New York Stock
           Exchange, Inc., the Depositary may, with the approval of the
           Company, appoint a Registrar for registry of such Receipts
           or Depositary Shares in accordance with the requirements of
           such Exchange.  Such Registrar (which may be the Depositary
           if so permitted by the requirements of such Exchange) may be
           removed and a substitute registrar appointed by the
           Depositary upon the request or with the approval of the
           Company.  If the Receipts, such Depositary Shares or such
           Series C Preferred Stock are listed on one or more other
           stock exchanges, the Company will, with the assistance of
           the Depositary, arrange such facilities for the delivery,
           transfer, surrender and exchange of such Receipts, such
           Depositary Shares or such Series C Preferred Stock as may be
           required by law or applicable stock exchange regulations.

                     SECTION 5.02.  Prevention of or Delay in
           Performance by the Depositary, the Depositary's Agents or
           the Company.   Neither the Depositary nor any Depositary's
           Agent nor the Company shall incur any liability to any
           holder of any Receipt, if by reason of any provision of any
           present or future law or regulation thereunder of the United
           States of America or of any other governmental authority or,
           in the case of the Depositary or the Depositary's Agent, by
           reason of any provision, present or future, of the









                                                                     19




           Certificate of Incorporation or the Certificate of
           Designations or, in the case of the Company, the Depositary
           or the Depositary's Agent, by reason of any act of God or
           war or other circumstance beyond the control of the relevant
           party, the Depositary, any Depositary's Agent or the Company
           shall be prevented or forbidden from doing or performing any
           act or thing that the terms of this Deposit Agreement
           provide shall be done or performed; nor shall the
           Depositary, any Depositary's Agent or the Company incur any
           liability to any holder of a Receipt by reason of any
           nonperformance or delay, caused as aforesaid, in the
           performance of any act or thing that the terms of this
           Deposit Agreement provide shall or may be done or performed
           or by reason of any exercise of, or failure to exercise, any
           discretion provided for in this Deposit Agreement.

                     SECTION 5.03.  Obligations of the Depositary, the
           Depositary's Agents and the Company.  Neither the Depositary
           nor any Depositary's Agent nor the Company assumes any
           obligation or shall be subject to any liability under this
           Deposit Agreement or any Receipt to holders of Receipts
           other than that each of them agrees to use good faith in the
           performance of such duties as are specifically set forth in
           this Deposit Agreement.

                     Neither the Depositary nor any Depositary's Agent
           nor the Company shall be under any obligation to appear in,
           prosecute or defend any action, suit or other proceeding
           with respect to the Series C Preferred Stock, Depositary
           Shares or Receipts that in its opinion may involve it in
           expense or liability, unless indemnity satisfactory to it
           against all expense and liability be furnished as often as
           may be required.

                     Neither the Depositary nor any Depositary's Agent
           nor the Company shall be liable for any action or any
           failure to act by it in reliance upon the advice of, or
           information from, legal counsel, accountants, any person
           presenting Series C Preferred Stock for deposit, any holder
           of a Receipt or any other person believed by it in good
           faith to be competent to give such advice or information. 
           The Depositary, any Depositary's Agent and the Company may
           each rely and shall each be protected in acting upon any
           written notice, request, direction or other document
           believed by it to be genuine and to have been signed or
           presented by the proper party or parties.











                                                                     20




                     The Depositary, its parent, affiliates,
           subsidiaries, officers, directors or employees and any
           Depositary's Agent may own, buy, sell or deal in any class
           of securities of the Company and its affiliates and in
           Receipts or Depositary Shares or become pecuniarily
           interested in any transaction in which the Company or its
           officers may be interested or contract with or lend money to
           the Company or any of its affiliates or officers or
           otherwise act fully or as freely as if it were not the
           Depositary or the Depositary's Agent hereunder.  The
           Depositary may also act as transfer agent or registrar of
           any of the securities of the Company and its affiliates.

                     It is intended that neither the Depositary nor any
           Depositary's Agent shall be deemed to be an "issuer" of
           securities under the federal securities laws or applicable
           state securities laws, it being expressly understood and
           agreed that the Depositary and any Depositary's Agent are
           acting only in a ministerial capacity as Depositary for the
           Series C Preferred Stock; provided, however, that the
           Depositary agrees to comply with all information reporting
           and withholding requirements applicable to it under law or
           this Deposit Agreement in its capacity as Depositary.

                     Neither the Depositary (or its officers,
           directors, employees or agents) nor any Depositary's Agent
           makes any representation or has any responsibility as to the
           validity of the Registration Statement pursuant to which the
           Depositary Shares are registered under the Securities Act,
           the Series C Preferred Stock, the Depositary Shares, the
           Receipts (except for its countersignatures thereon) or any
           instruments referred to therein or herein (other than an
           instrument executed by the Depositary or Depositary's
           Agent), or as to the correctness of any statement made
           therein or herein or for the failure of the Company to
           comply with any covenants contained in this Agreement or the
           Receipts; provided, however, that the Depositary is
           responsible for its representations in this Deposit
           Agreement.

                     The Depositary assumes no responsibility for the
           correctness of the description that appears in the Receipts,
           which can be taken as a statement of the Company summarizing
           certain provisions of this Deposit Agreement. 
           Notwithstanding any other provision herein or in the
           Receipts, the Depositary makes no warranties or
           representations as to the validity, genuineness or
           sufficiency of any Series C Preferred Stock at any time









                                                                     21




           deposited with the Depositary hereunder or of the Depositary
           Shares, as to the validity or sufficiency of this Deposit
           Agreement, as to the value of the Depositary Shares or as to
           any right, title or interest of the record holders of
           Receipts in and to the Depositary Shares except that the
           Depositary hereby represents and warrants as follows:  (i)
           the Depositary has been duly organized and is validly
           existing and in good standing under the laws of the State of
           Georgia, with full power, authority and legal right under
           such laws to execute, deliver and carry out the terms of
           this Deposit Agreement; (ii) this Deposit Agreement has been
           duly authorized, executed and delivered by the Depositary;
           and (iii) this Deposit Agreement constitutes a valid and
           binding obligation of the Depositary, enforceable against
           the Depositary in accordance with its terms, except as
           enforcement thereof may be limited by bankruptcy,
           insolvency, reorganization or other similar laws affecting
           enforcement of creditors' rights generally and except as
           enforcement thereof is subject to general principles of
           equity (regardless of whether enforcement is considered in a
           proceeding in equity or at law).  The Depositary shall not
           be accountable for the use or application by the Company of
           the Depositary Shares or the Receipts or the proceeds
           thereof.

                     SECTION 5.04.  Resignation and Removal of the
           Depositary; Appointment of Successor Depositary.  The
           Depositary may at any time resign as Depositary hereunder by
           notice of its election to do so delivered to the Company,
           such resignation to take effect upon the appointment of a
           successor depositary and its acceptance of such appointment
           as hereinafter provided.

                     The Depositary may at any time be removed by the
           Company by notice of such removal delivered to the
           Depositary, such removal to take effect upon the appointment
           of a successor depositary and its acceptance of such
           appointment as hereinafter provided.

                     In case at any time the Depositary acting
           hereunder shall resign or be removed, the Company shall,
           within 45 days after the delivery of the notice of
           resignation or removal, as the case may be, appoint a
           successor depositary, which shall be a bank or trust
           company, or an affiliate of a bank or trust company, having
           its principal office in the United States of America and
           having a combined capital and surplus of at least
           $50,000,000.  If a successor depositary shall not have been









                                                                     22




           appointed in 45 days, the resigning Depositary may petition
           a court of competent jurisdiction to appoint a successor
           depositary.  Every successor depositary shall execute and
           deliver to its predecessor and to the Company an instrument
           in writing accepting its appointment hereunder, and
           thereupon such successor depositary, without any further act
           or deed, shall become fully vested with all the rights,
           powers, duties and obligations of its predecessor and for
           all purposes shall be the Depositary under this Deposit
           Agreement, and such predecessor, upon payment of all sums
           due it and on the written request of the Company, shall
           promptly execute and deliver an instrument transferring to
           such successor all rights and powers of such predecessor
           hereunder, shall duly assign, transfer and deliver all
           rights, title and interest in the Series C Preferred Stock
           and any moneys or property held hereunder to such successor
           and shall deliver to such successor a list of the record
           holders of all outstanding Receipts and such other records
           respecting the Receipts, the Depositary Shares and the
           Series C Preferred Stock as the successor shall require in
           order to perform its duties.  Any successor depositary shall
           promptly mail notice of its appointment to the record
           holders of Receipts.

                     Any corporation into or with which the Depositary
           may be merged, consolidated or converted shall be the
           successor of such Depositary without the execution or filing
           of any document or any further act.  Such successor
           depositary may execute the Receipts either in the name of
           the predecessor depositary or in the name of the successor
           depositary.

                     SECTION 5.05.  Corporate Notices and Reports.  The
           Company agrees that it will deliver to the Depositary, and
           the Depositary will, promptly after receipt thereof, and as
           directed by the Company transmit to the record holders of
           Receipts, in each case at the most recent address recorded
           in the Depositary's books, copies of all notices and reports
           (including financial statements) required by law, by the
           rules of any national securities exchange upon which the
           Series C Preferred Stock, the Depositary Shares or the
           Receipts are listed or by the Certificate of Incorporation
           and the Certificate of Designations to be furnished by the
           Company to holders of Series C Preferred Stock.  Such
           transmission will be at the Company's expense and the
           Company will provide the Depositary with such number of
           copies of such documents as the Depositary may reasonably
           request.  In addition, the Depositary will transmit to the









                                                                     23




           record holders of Receipts at the Company's expense such
           other documents as may be requested by the Company.

                     SECTION 5.06.  Deposit of Series C Preferred Stock
           by the Company.  Neither the Company nor any company
           controlled by the Company will at any time deposit any
           Series C Preferred Stock if such Series C Preferred Stock is
           required to be registered under the provisions of the
           Securities Act and no registration statement is at such time
           in effect as to such Series C Preferred Stock.

                     SECTION 5.07.  Indemnification by the Company. 
           The Company agrees to indemnify the Depositary, any
           Depositary's Agent and any Registrar against, and hold each
           of them harmless from, any liability, costs and expenses
           (including reasonable attorneys' fees) that may arise out of
           or in connection with its acting as Depositary, Depositary's
           Agent or Registrar, respectively, under this Deposit
           Agreement and the Receipts, except for any liability arising
           out of negligence, bad faith or willful misconduct on the
           part of any such person or persons.

                     SECTION 5.08.  Fees, Charges and Expenses.  No
           fees, charges and expenses of the Depositary or any
           Depositary's Agent hereunder or of any Registrar shall be
           payable by any person other than the Company, except for any
           taxes and other governmental charges and except as provided
           in this Deposit Agreement.  If the Depositary incurs fees,
           charges or expenses for which it is not otherwise liable
           hereunder at the election of a holder of a Receipt or other
           person, such holder or other person will be liable for such
           fees, charges and expenses.  All other fees, charges and
           expenses of the Depositary and any Depositary's Agent
           hereunder and of any Registrar (including, in each case,
           reasonable fees and expenses of counsel) incident to the
           performance of their respective obligations hereunder will
           be paid from time to time upon consultation and agreement
           between the Depositary and the Company as to the amount and
           nature of such fees, charges and expenses.


                                    ARTICLE VI

                             AMENDMENT AND TERMINATION

                     SECTION 6.01.  Amendment.  The form of the
           Receipts and any provisions of this Deposit Agreement may at
           any time and from time to time be amended by agreement









                                                                     24




           between the Company and the Depositary in any respect that
           they may deem necessary or desirable.  Any amendment that
           shall impose any fees, taxes or charges payable by holders
           of Receipts (other than taxes and other governmental
           charges, fees and other expenses provided for herein or in
           the Receipts), or that shall otherwise prejudice any
           substantial existing right of holders of Receipts, shall not
           become effective as to outstanding Receipts until the
           expiration of 90 days after notice of such amendment shall
           have been given to the record holders of outstanding
           Receipts.  Every holder of an outstanding Receipt at the
           time any such amendment becomes effective shall be deemed,
           by continuing to hold such Receipt, to consent and agree to
           such amendment and to be bound by this Deposit Agreement as
           amended thereby.  In no event shall any amendment impair the
           right, subject to the provisions of Sections 2.03, 2.06 and
           2.07 and Article III, of any owner of any Depositary Shares
           to surrender the Receipt evidencing such Depositary Shares
           with instructions to the Depositary to deliver to the holder
           the Series C Preferred Stock and all money and other
           property, if any, represented thereby, except in order to
           comply with mandatory provisions of applicable law.

                     SECTION 6.02.  Termination.  Whenever so directed
           by the Company upon at least five Business Days' prior
           notice, the Depositary will terminate this Deposit
           Agreement, provided, that notice of such termination has
           been given by mailing notice of such termination to the
           record holders of all Receipts then outstanding at least
           30 days prior to the date fixed in such notice for such
           termination.  The Depositary may likewise terminate this
           Deposit Agreement if at any time 45 days shall have expired
           after the Depositary shall have delivered to the Company a
           written notice of its election to resign and a successor
           depositary shall not have been appointed and accepted its
           appointment as provided in Section 5.04.

                     If any Receipts shall remain outstanding after the
           date of termination of this Deposit Agreement, the
           Depositary thereafter shall discontinue the transfer of
           Receipts, shall suspend the distribution of dividends to the
           holders thereof and shall not give any further notices
           (other than notice of such termination) or perform any
           further acts under this Deposit Agreement, except as
           hereinafter provided in this paragraph and except that the
           Depositary shall continue to collect dividends and other
           distributions pertaining to Series C Preferred Stock, shall
           sell rights, preferences, privileges or other property as









                                                                     25




           provided in this Deposit Agreement and shall continue to
           deliver the Series C Preferred Stock and any money and other
           property represented by Receipts, without liability for
           interest thereon, upon surrender thereof by the holders
           thereof.  At any time after the expiration of two years from
           the date of termination, the Depositary may sell Series C
           Preferred Stock then held hereunder at public or private
           sale, at such place or places and upon such terms as it
           deems proper and may thereafter hold the net proceeds of any
           such sale, together with any money and other property held
           by it hereunder, without liability for interest, for the
           benefit, pro rata in accordance with their holdings, of the
           holders of Receipts that have not theretofore been
           surrendered.  After making such sale, the Depositary shall
           be discharged from all obligations under this Deposit
           Agreement except to account for such net proceeds and money
           and other property.  Upon the termination of this Deposit
           Agreement, the Company shall be discharged from all
           obligations under this Deposit Agreement except for its
           obligations to the Depositary, any Depositary's Agent and
           any Registrar under Sections 5.07 and 5.08.  In the event
           this Deposit Agreement is terminated and a sufficient number
           of shares of Series C Preferred Stock remain outstanding,
           the Company hereby agrees to use its best efforts to list
           the underlying Series C Preferred Stock on the New York
           Stock Exchange, Inc. (unless the holders of a majority of
           the outstanding shares of Series C Preferred Stock shall
           consent to the Company not effecting such listing).


                                    ARTICLE VII

                                   MISCELLANEOUS

                     SECTION 7.01.  Counterparts.  This Deposit
           Agreement may be executed by the Company and the Depositary
           in separate counterparts, each of which counterpart, when so
           executed and delivered, shall be deemed an original, but all
           such counterparts taken together shall constitute one and
           the same instrument.  Delivery of an executed counterpart of
           a signature page to this Deposit Agreement by facsimile
           transmission shall be effective as delivery of a manually
           executed counterpart of this Deposit Agreement.  Copies of
           this Deposit Agreement shall be filed with the Depositary
           and the Depositary's Agents and shall be open to inspection
           during business hours at the Corporate Office and the
           respective offices of the Depositary's Agents, if any, by
           any holder of a Receipt.









                                                                     26




                     SECTION 7.02.  Exclusive Benefits of Parties. 
           This Deposit Agreement is for the exclusive benefit of the
           parties hereto, and their respective successors hereunder,
           and shall not be deemed to give any legal or equitable
           right, remedy or claim to any other person whatsoever.

                     SECTION 7.03.  Invalidity of Provisions.  In case
           any one or more of the provisions contained in this Deposit
           Agreement or in the Receipts should be or become invalid,
           illegal or unenforceable in any respect, the validity,
           legality and enforceability of the remaining provisions
           contained herein or therein shall in no way be affected,
           prejudiced or disturbed thereby.

                     SECTION 7.04.  Notices.  Any notices to be given
           to the Company hereunder or under the Receipts shall be in
           writing and shall be deemed to have been duly given if
           personally delivered or sent by mail or by facsimile
           transmission confirmed by letter, addressed to the Company
           at 55 East Camperdown Way, Post Office Box 1028, Greenville,
           South Carolina 29602, Attention:  Treasurer, with a copy to
           Corporate Secretary, or at any other place to which the
           Company may have transferred its principal executive office.

                     Any notices to be given to the Depositary
           hereunder or under the Receipts shall be in writing and
           shall be deemed to have been duly given if personally
           delivered or sent by mail, or by telegram or telex or
           telecopier confirmed by letter, addressed to the Depositary
           at the Corporate Office.

                     Any notices given to any record holder of a
           Receipt hereunder or under the Receipts shall be in writing
           and shall be deemed to have been duly given if personally
           delivered or sent by mail, or by telegram or telex or
           telecopier confirmed by letter, addressed to such record
           holder at the most recent address of such record holder as
           it appears on the books of the Depositary or, if such holder
           shall have timely filed with the Depositary a written
           request that notices intended for such holder be mailed to
           some other address, at the address designated in such
           request.

                     Delivery of a notice sent by mail, or by telegram
           or telex or telecopier, shall be deemed to be effected at
           the time when a duly addressed letter containing the same
           (or a duly addressed letter confirming an earlier notice in
           the case of a facsimile transmission, telegram or telex) is









                                                                     27




           deposited, postage prepaid, in a post office letter box. 
           The Depositary or the Company may, however, act upon any
           facsimile transmission received by it from the other or from
           any holder of a Receipt, notwithstanding that such facsimile
           transmission shall not subsequently be confirmed by letter
           as aforesaid.

                     SECTION 7.05.  Depositary's Agents.  The
           Depositary may from time to time appoint Depositary's Agents
           to act in any respect for the Depositary for the purposes of
           this Deposit Agreement and may at any time appoint
           additional Depositary's Agents and vary or terminate the
           appointment of such Depositary's Agents.  The Depositary
           will notify the Company of any such action.

                     SECTION 7.06.  Holders of Receipts Are Parties.
           Notwithstanding that holders of Receipts have not executed
           and delivered this Deposit Agreement or any counterpart
           thereof, the holders of Receipts from time to time shall be
           deemed to be parties to this Deposit Agreement and shall be
           bound by all of the terms and conditions hereof and of the
           Receipts by acceptance of delivery of Receipts.

                     SECTION 7.07.  Governing Law.  This Deposit
           Agreement and the Receipts and all rights hereunder and
           thereunder and provisions hereof and thereof shall be
           governed by, and construed in accordance with, the law of
           the State of New York without giving effect to principles of
           conflict of laws.

                     SECTION 7.08.  Headings.  The headings of articles
           and sections in this Deposit Agreement and in the form of
           the Receipt set forth in Exhibit A hereto have been inserted
           for convenience only and are not to be regarded as a part of
           this Deposit Agreement or the Receipts or to have any
           bearing upon the meaning or interpretation of any provision
           contained herein or in the Receipts.


                     IN WITNESS WHEREOF, Bowater Incorporated and Trust
           Company Bank have duly executed this agreement as of the day
           and year first above set forth and all holders of Receipts















                                                                     28




           shall become parties hereto by and upon acceptance by them
           of delivery of Receipts executed and delivered in accordance
           with the terms hereof.


                                            BOWATER INCORPORATED,


                                            By
                                              ________________________
                                              Name:
                                              Title:

                                            TRUST COMPANY BANK,
                                            as Depositary,


                                            By
                                              ________________________
                                              Name:
                                              Title:










                                                        EXHIBIT A      




                                DEPOSITARY RECEIPT
                                        FOR
                                DEPOSITARY SHARES,
                    EACH REPRESENTING ONE-FOURTH OF A SHARE OF
                     __% SERIES C CUMULATIVE PREFERRED STOCK,
                              par value $1 per share

                                        OF

                               BOWATER INCORPORATED
              (Incorporated under the Laws of the State of Delaware)


           No.                                        Depositary Shares


                                                      CUSIP


                     Trust Company Bank, as Depositary (the
           "Depositary"), hereby certifies that ___________________ is
           the registered owner of __________ Depositary Shares (the
           "Depositary Shares"), each Depositary Share representing
           one-fourth of a share of __% Series C Cumulative Preferred
           Stock, par value $1 per share (the "Series C Preferred
           Stock"), of Bowater Incorporated, a corporation duly
           organized and existing under the laws of the State of
           Delaware (the "Company"), and the same proportionate
           interest in any and all other property received by the
           Depositary in respect of such shares of Series C Preferred
           Stock and held by the Depositary under the Deposit Agreement
           (as defined below).  Subject to the terms of the Deposit
           Agreement, each owner of a Depositary Share is entitled,
           proportionately, to all the rights, preferences and
           privileges of the Series C Preferred Stock represented
           thereby, including the dividend, voting, liquidation and
           other rights contained in the Certificate of Designations of
           the __% Series C Cumulative Preferred Stock, par value $1
           per share, establishing the rights, preferences, privileges
           and limitations of the Series C Preferred Stock (the
           "Certificate of Designations"), copies of which are on file
           at the office of the Depositary at which at any particular
           time its business in respect of matters governed by the
           Deposit Agreement shall be administered, which at the time
           of the execution of the Deposit Agreement is located at One
           Park Place, Atlanta, Georgia (the "Corporate Office").











                                                                      2




           THE DEPOSITARY IS NOT RESPONSIBLE FOR THE VALIDITY OF ANY
           DEPOSITED STOCK.  THE DEPOSITARY ASSUMES NO RESPONSIBILITY
           FOR THE CORRECTNESS OF THE DESCRIPTION SET FORTH IN THIS
           RECEIPT, WHICH CAN BE TAKEN AS A STATEMENT OF THE COMPANY
           SUMMARIZING CERTAIN PROVISIONS OF THE DEPOSIT AGREEMENT. 
           UNLESS EXPRESSLY SET FORTH IN THE DEPOSIT AGREEMENT, THE
           DEPOSITARY MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE
           VALIDITY, GENUINENESS OR SUFFICIENCY OF ANY STOCK AT ANY
           TIME DEPOSITED WITH THE DEPOSITARY UNDER THE DEPOSIT
           AGREEMENT OR OF THE DEPOSITARY SHARES OR RECEIPTS (EXCEPT
           FOR ITS COUNTERSIGNATURES THEREON), AS TO THE VALIDITY OR
           SUFFICIENCY OF THE DEPOSIT AGREEMENT, AS TO THE VALUE OF THE
           DEPOSITARY SHARES OR AS TO ANY RIGHT, TITLE OR INTEREST OF
           THE RECORD HOLDERS OF THE RECEIPTS IN AND TO THE DEPOSITARY
           SHARES.

                     The Company will furnish to any holder of a
           Receipt without charge, upon request addressed to its
           executive office or the office of its transfer agent, a
           statement or summary of the powers, designations,
           preferences and relative, participating, optional or other
           special rights of each authorized class of capital stock of
           the Company, and of each series of preferred stock of the
           Company authorized to be issued, so far as the same may have
           been fixed, and of the qualifications, limitations or
           restrictions of such preferences and/or rights.

                     This Depositary Receipt (the "Receipt") is
           continued on the reverse hereof and the additional
           provisions therein set forth for all purposes have the same
           effect as if set forth at this place.

           Dated:

           TRUST COMPANY BANK
             Depositary and Registrar


           By

             ____________________
             Authorized Signatory










                                                                      3




                                 [FORM OF REVERSE

                              OF DEPOSITARY RECEIPT]


                     1.  The Deposit Agreement.  Depositary Receipts
           (the "Receipts"), of which this Receipt is one, are made
           available upon the terms and conditions set forth in the
           Deposit Agreement, dated as of February [  ], 1994 (the
           "Deposit Agreement") among the Company, the Depositary and
           all holders from time to time of Receipts.  The Deposit
           Agreement (copies of which are on file at the Corporate
           Office and at the office of any Agent of the Depositary)
           sets forth the rights of holders of Receipts and the rights
           and duties of the Depositary.  The statements made on the
           face and the reverse of this Receipt are summaries of
           certain provisions of the Deposit Agreement and are subject
           to the detailed provisions thereof, to which reference is
           hereby made.  In the event of any conflict between the
           provisions of this Receipt and the provisions of the Deposit
           Agreement, the provisions of the Deposit Agreement will
           govern.

                     2.  Definitions.  Unless otherwise expressly
           herein provided, all defined terms used herein shall have
           the meanings ascribed thereto in the Deposit Agreement.

                     3.  Redemption of Series C Preferred Stock for
           Cash.  Whenever the Company shall elect to redeem shares of
           Series C Preferred Stock for cash in accordance with the
           Certificate of Designations, it shall (unless otherwise
           agreed in writing with the Depositary) give the Depositary
           in its capacity as Depositary not less than 40 nor more than
           70 days' notice of the date of such proposed redemption of
           Series C Preferred Stock.  The Depositary shall mail, first
           class postage prepaid, notice of such redemption and the
           proposed simultaneous redemption of the number of Depositary
           Shares representing the Series C Preferred Stock to be
           redeemed, not less than 30 and not more than 60 days prior
           to the date fixed for redemption of such Series C Preferred
           Stock and Depositary Shares (the "Redemption Date"), to the
           record holders of the Receipts evidencing the Depositary
           Shares to be so redeemed, at the addresses of such holders
           as they appear on the records of the Depositary; but neither
           failure to mail any such notice to one or more such holders
           nor any defect in any notice to one or more such holders
           shall affect the sufficiency of the proceedings for
           redemption as to other holders.  Each such notice shall









                                                                      4




           state:  (i) the Redemption Date; (ii) the number of
           Depositary Shares to be redeemed and, if less than all the
           Depositary Shares held by any such holder are to be
           redeemed, the number of such Depositary Shares held by such
           holder to be so redeemed; (iii) the redemption price;
           (iv) the place or places where Receipts evidencing
           Depositary Shares are to be surrendered for payment of the
           redemption price; and (v) that dividends in respect of the
           shares of Series C Preferred Stock represented by the
           Depositary Shares to be redeemed will cease to accumulate on
           such Redemption Date.  Any such notices shall be mailed in
           the same manner as notices of redemption of the Series C
           Preferred Stock are required to be mailed pursuant to
           paragraph 3 of the Certificate of Designations and published
           in the same manner as notices of redemption of the Series C
           Preferred Stock are required to be published pursuant to
           said paragraph, if so required.  In case fewer than all the
           outstanding Depositary Shares are to be redeemed, the
           Depositary Shares to be redeemed shall be selected by lot or
           pro rata (as nearly as may be) or by any other equitable
           method determined by the Depositary to be consistent with
           the method determined by the Board of Directors of the
           Company with respect to the Series C Preferred Stock.

                     Notice having been mailed and published by the
           Depositary as aforesaid, from and after the Redemption Date
           (unless the Company shall have failed to redeem the shares
           of Series C Preferred Stock to be redeemed by it, as set
           forth in the Company's notice provided for above), the
           Depositary Shares called for redemption shall be deemed no
           longer to be outstanding and all rights of the holders of
           Receipts evidencing such Depositary Shares (except the right
           to receive the redemption price) shall, to the extent of
           such Depositary Shares, cease and terminate.  Upon surrender
           in accordance with said notice of the Receipts evidencing
           such Depositary Shares (properly endorsed or assigned for
           transfer, if the Depositary shall so require), such
           Depositary Shares shall be redeemed at a redemption price
           per Depositary Share equal to one-fourth of the redemption
           price per share paid in respect of the shares of Series C
           Preferred Stock plus all money and other property, if any,
           represented by such Depositary Shares, including all amounts
           paid by the Company in respect of dividends which on the
           redemption date have accrued on the shares of Series C
           Preferred Stock to be so redeemed and have not theretofore
           been declared or paid.  The foregoing shall be subject
           further to the terms and conditions of the Certificate of
           Designations and the Deposit Agreement.









                                                                      5




                     If fewer than all of the Depositary Shares
           evidenced by this Receipt are called for redemption, the
           Depositary will deliver to the holder of this Receipt upon
           its surrender to the Depositary, together with the
           redemption payment, a new Receipt evidencing the Depositary
           Shares evidenced by such prior Receipt and not called for
           redemption.

                     4.  Surrender of Receipts and Withdrawal of Series
           C Preferred Stock.  Upon surrender of this Receipt to the
           Depositary at the Corporate Office or such other offices as
           the Depositary may designate, and subject to the provisions
           of the Deposit Agreement, the holder hereof is entitled to
           withdraw, and to obtain delivery of, to or upon the order of
           such holder, any or all of the Series C Preferred Stock (but
           only in whole shares of Series C Preferred Stock) and any or
           all money and other property, if any, at the time
           represented by the Depositary Shares evidenced by this
           Receipt; provided, however, that, in the event this Receipt
           shall evidence a number of Depositary Shares in excess of
           the number of Depositary Shares representing the whole
           number of shares of Series C Preferred Stock to be
           withdrawn, the Depositary shall, in addition to such whole
           number of shares of Series C Preferred Stock and such money
           and other property, if any, to be withdrawn, deliver, to or
           upon the order of such holder, a new Receipt or Receipts
           evidencing such excess number of whole Depositary Shares.

                     5.  Transfers, Split-ups, Combinations.  Subject
           to Paragraphs 6, 7 and 8 below, this Receipt is transferable
           on the books of the Depositary upon surrender of this
           Receipt to the Depositary at the Corporate Office or such
           other offices as the Depositary may designate, properly
           endorsed or accompanied by a properly executed instrument of
           transfer or endorsement, and upon such transfer the
           Depositary shall sign and deliver a Receipt to or upon the
           order of the person entitled thereto, all as provided in and
           subject to the Deposit Agreement.  This Receipt may be split
           into other Receipts or combined with other Receipts into one
           Receipt evidencing the same aggregate number of Depositary
           Shares evidenced by the Receipt or Receipts surrendered;
           provided, however, that the Depositary shall not execute and
           deliver any Receipt evidencing a fractional Depositary
           Share.

                     6.  Conditions to Signing and Delivery, Transfer,
           etc., of Receipts.  Prior to the execution and delivery,
           transfer, split-up, combination, surrender or exchange of









                                                                      6




           this Receipt, the Depositary, any of the Depositary's Agents
           or the Company may require any or all of the following:
           (i) payment to it of a sum sufficient for the payment (or,
           in the event that the Depositary or the Company shall have
           made such payment, the reimbursement to it) of any tax or
           other governmental charge with respect thereto (including
           any such tax or charge with respect to Series C Preferred
           Stock being deposited or withdrawn); (ii) the production of
           proof satisfactory to it as to the identity and genuineness
           of any signature; and (iii) compliance with such
           regulations, if any, as the Depositary or the Company may
           establish not inconsistent with the Deposit Agreement.  Any
           person presenting Series C Preferred Stock for deposit, or
           any holder of this Receipt, may be required to file such
           proof of information, to execute such certificates and to
           make such representations and warranties as the Depositary
           or the Company may reasonably deem necessary or proper.  The
           Depositary or the Company may withhold or delay the delivery
           of any Receipt, the transfer, redemption or exchange of any
           Receipt, the withdrawal of the Series C Preferred Stock or
           money or other property, if any, represented by the
           Depositary Shares evidenced by this Receipt or the
           distribution of any dividend or other distribution until
           such proof or other information is filed, such certificates
           are executed or such representations and warranties are
           made.

                     7.  Suspension of Delivery, Transfer, etc.  The
           deposit of Series C Preferred Stock may be refused, the
           delivery of this Receipt against Series C Preferred Stock
           may be suspended, and the transfer, split-up, combination,
           surrender or exchange of this Receipt may be suspended
           (i) during any period when the register of holders of
           Receipts is closed, (ii) if any such action is deemed
           necessary or advisable by the Depositary, any of the
           Depositary's Agents or the Company at any time or from time
           to time because of any requirement of law or of any
           government or governmental body or commission, or under any
           provision of the Deposit Agreement, or (iii) with the
           approval of the Company, for any other reason.  The
           Depositary shall not be required (a) to execute and deliver,
           transfer or exchange any Receipts for a period beginning at
           the opening of business 15 days next preceding any selection
           of Depositary Shares and Series C Preferred Stock to be
           redeemed and ending at the close of business on the day of
           the mailing of notice of redemption of Depositary Shares or
           (b) to transfer or exchange for another Receipt any Receipt
           evidencing Depositary Shares called or being called for









                                                                      7




           redemption in whole or in part, except as provided in the
           last sentence of Paragraph 3 above.

                     8.  Payment of Taxes or Other Governmental
           Charges.  If any tax or other governmental charge shall
           become payable by or on behalf of the Depositary with
           respect to this Receipt, the Depositary Shares evidenced by
           this Receipt, the Series C Preferred Stock (or any
           fractional interest therein) represented by such Depositary
           Shares or any transaction referred to in Section 4.06 of the
           Deposit Agreement, such tax (including transfer, issuance or
           acquisition taxes, if any) or governmental charge shall be
           payable by the holder hereof.  Until such payment is made,
           transfer, redemption or exchange of this Receipt or any
           withdrawal of the Series C Preferred Stock or money and
           other property, if any, represented by the Depositary Shares
           evidenced by this Receipt may be refused, any dividend or
           other distribution may be withheld and any part or all of
           the Series C Preferred Stock or other property represented
           by the Depositary Shares evidenced by this Receipt may be
           sold for the account of the holder hereof (after attempting
           by reasonable means to notify such holder prior to such
           sale).  Any dividend or other distribution so withheld and
           the proceeds of any such sale may be applied to any payment
           of such tax or other governmental charge, the holder of this
           Receipt remaining liable for any deficiency.

                     9.  Amendment.  The form of the Receipts and any
           provision of the Deposit Agreement may at any time and from
           time to time be amended by agreement between the Company and
           the Depositary in any respect that they may deem necessary
           or desirable.  Any amendment that shall impose any fees,
           taxes or charges payable by holders of Receipts (other than
           taxes and other governmental charges, fees and other
           expenses provided for herein or in the Deposit Agreement),
           or that shall otherwise prejudice any substantial existing
           right of holders of Receipts, shall not become effective as
           to outstanding Receipts until the expiration of 90 days
           after notice of such amendment shall have been given to the
           record holders of outstanding Receipts.  The holder of this
           Receipt at the time any such amendment becomes effective
           shall be deemed, by continuing to hold this Receipt, to
           consent and agree to such amendment and to be bound by the
           Deposit Agreement as amended thereby.  In no event shall any
           amendment impair the right, subject to the provisions of
           Paragraphs 3, 4, 6, 7 and 8 hereof and of Sections 2.03,
           2.06 and 2.07 and Article III of the Deposit Agreement, of
           the owner of the Depositary Shares evidenced by this Receipt









                                                                      8





           to surrender this Receipt with instructions to the
           Depositary to deliver to the holder the Series C Preferred
           Stock and all money and other property, if any, represented
           hereby, except in order to comply with mandatory provisions
           of applicable law.

                     10.  Fees, Charges and Expenses.  The Company will
           pay all fees, charges and expenses of the Depositary, except
           for taxes (including transfer taxes, if any) and other
           governmental charges and such charges as are expressly
           provided in the Deposit Agreement to be at the expense of
           persons depositing Series C Preferred Stock, holders of
           Receipts or other persons.

                     11.  Title to Receipts.  It is a condition of this
           Receipt, and every successive holder hereof by accepting or
           holding the same consents and agrees, that title to this
           Receipt (and to the Depositary Shares evidenced hereby) when
           properly endorsed or accompanied by a properly executed
           instrument of transfer or endorsement, is transferable by
           delivery; provided, however, that until this Receipt shall
           be transferred on the books of the Depositary as provided in
           Section 2.04 of the Deposit Agreement, the Depositary may,
           notwithstanding any notice to the contrary, treat the record
           holder hereof at such time as the absolute owner hereof for
           the purpose of determining the person entitled to
           distribution of dividends or other distributions or to any
           notice provided for in the Deposit Agreement and for all
           other purposes.

                     12.  Dividends and Distributions.  Whenever the
           Depositary receives any cash dividend or other cash
           distribution on the Series C Preferred Stock, the Depositary
           will, subject to the provisions of the Deposit Agreement,
           distribute such portions of such sum to record holders of
           Receipts as are, as nearly as practicable, proportionate to
           the respective numbers of Depositary Shares evidenced by the
           Receipts held by such holders; provided, however, that in
           case the Company or the Depositary shall be required to
           withhold and does withhold from any cash dividend or other
           cash distribution in respect of the Series C Preferred Stock
           an amount on account of taxes or as otherwise required by
           law, regulation or court order, the amount made available
           for distribution or distributed in respect of Depositary
           Shares shall be reduced accordingly.  The Depositary shall
           distribute or make available for distribution, as the case
           may be, only such amount, however, as can be distributed
           without attributing to any owner of Depositary Shares a









                                                                      9




           fraction of one cent and any balance not so distributable
           shall be held by the Depositary (without liability for
           interest thereon) and shall be added to and be treated as
           part of the next sum received by the Depositary for
           distribution to record holders of Receipts then outstanding.

                     13.  Subscription Rights, Preferences or
           Privileges.  If the Company shall at any time offer or cause
           to be offered to the persons in whose names Series C
           Preferred Stock is registered on the books of the Company
           any rights, preferences or privileges to subscribe for or to
           purchase any securities or any rights, preferences or
           privileges of any other nature, such rights, preferences or
           privileges shall in each such instance, subject to the
           provisions of the Deposit Agreement, be made available by
           the Depositary to the record holders of Receipts if the
           Company so directs in such manner as the Company shall
           instruct.

                     14.  Notice of Dividends, Fixing of Record Date.
           Whenever any cash dividend or other cash distribution shall
           become payable, any distribution other than cash shall be
           made, or any rights, preferences or privileges shall at any
           time be offered, with respect to the Series C Preferred Stock,
           or the Depositary shall receive notice of (i) any meeting at
           which holders of Series C Preferred Stock are entitled to
           vote or of which holders of Series C Preferred Stock are
           entitled to notice or (ii) any election on the part of the
           Company to call for redemption any shares of Series C
           Preferred Stock, the Depositary shall in each such instance
           fix a record date (which shall be the same date as the
           record date fixed by the Company with respect to the Series
           C Preferred Stock) for the determination of the holders of
           Receipts (i) who shall be entitled to receive such dividend,
           distribution, rights, preferences or privileges or the net
           proceeds of the sale thereof, or to give instructions for
           the exercise of voting rights at any such meeting or to
           receive notice of such meeting or (ii) whose Depositary
           Shares are to be so redeemed.

                     15.  Voting Rights.  Upon issuance of notice of any
           meeting at which the holders of Series C Preferred Stock are
           entitled to vote, the Company shall direct the Depositary,
           as soon as practicable thereafter, to mail to the record
           holders of Receipts a notice, which shall contain (i) such
           information as is contained in such notice of meeting,
           (ii) a statement that the holders of Receipts at the close
           of business on a specified record date determined as









                                                                     10




           provided in Paragraph 14 will be entitled, subject to any
           applicable provision of law, the Certificate of
           Incorporation or the Certificate of Designations, to
           instruct the Depositary as to the exercise of the voting
           rights pertaining to the amount of Series C Preferred Stock
           represented by their respective Depositary Shares, and
           (iii) a brief statement as to the manner in which such
           instructions may be given.  Upon the written request of a
           holder of a Receipt on such record date, the Depositary
           shall endeavor insofar as practicable to vote or cause to be
           voted the amount of Series C Preferred Stock represented by
           the Depositary Shares evidenced by such Receipt in
           accordance with the instructions set forth in such request. 
           The Company has agreed to take all reasonable action that
           may be deemed necessary by the Depositary in order to enable
           the Depositary to vote such Series C Preferred Stock or
           cause such Series C Preferred Stock to be voted.  In the
           absence of specific instructions from the holder of a
           Receipt, the Depositary will abstain from voting to the
           extent of the Series C Preferred Stock represented by the
           Depositary Shares evidenced by such Receipt.  After
           aggregating all voting Depositary Shares, the Depositary
           will disregard for voting purposes any fractional share of
           Series C Preferred Stock remaining.

                     16.  Reports, Inspection of Transfer Books.  The
           Depositary shall make available for inspection by holders of
           Receipts at the Corporate Office and at such other places as
           it may from time to time deem advisable during normal
           business hours any reports and communications received from
           the Company that are both received by the Depositary as the
           holder of Series C Preferred Stock and made generally
           available to the holders of Series C Preferred Stock by the
           Company.  The Depositary shall keep books at the Corporate
           Office for the registration and transfer of Receipts, which
           books during normal business hours will be open for
           inspection by the record holders of Receipts as provided by
           applicable law.

                     17.  Liability of the Depositary, the Depositary's
           Agents and the Company.  Neither the Depositary nor any
           Depositary's Agent nor the Company shall incur any liability
           to any holder of any Receipt, if by reason of any provision
           of any present or future law or regulation of any
           governmental authority or, in the case of the Depositary or
           the Depositary's Agent, by reason of any provision, present
           or future, of the Certificate of Incorporation or the
           Certificate of Designations or, in the case of the Company,









                                                                     11




           the Depositary or the Depositary's Agent, by reason of any
           act of God or war or other circumstance beyond the control
           of the relevant party, the Depositary, any Depositary's
           Agent or the Company shall be prevented or forbidden from
           doing or performing any act or thing that the terms of the
           Deposit Agreement provide shall be done or performed; nor
           shall the Depositary, any Depositary's Agent or the Company
           incur any liability to any holder of a Receipt by reason of
           any nonperformance or delay, caused as aforesaid, in the
           performance of any act or thing that the terms of the
           Deposit Agreement provide shall or may be done or performed
           or by reason of any exercise of, or failure to exercise, any
           discretion provided for in the Deposit Agreement.

                     18.  Obligations of the Depositary, the
           Depositary's Agents and the Company.  Neither the Depositary
           nor any Depositary's Agent nor the Company assumes any
           obligation or shall be subject to any liability hereunder or
           under the Deposit Agreement to holders of Receipts other
           than that each of them agrees to use good faith in the
           performance of such duties as are specifically set forth in
           the Deposit Agreement.

                     Neither the Depositary nor any Depositary's Agent
           nor the Company shall be under any obligation to appear in,
           prosecute or defend any action, suit or other proceeding
           with respect to Series C Preferred Stock, Depositary Shares
           or Receipts that in its opinion may involve it in expense or
           liability, unless indemnity satisfactory to it against all
           expense and liability be furnished as often as may be
           required.

                     Neither the Depositary nor any Depositary's Agent
           nor the Company will be liable for any action or failure to
           act by it in reliance upon the advice of or information from
           legal counsel, accountants, any person presenting Series C
           Preferred Stock for deposit, any holder of a Receipt or any
           other person believed by it in good faith to be competent to
           give such advice or information.

                     19.  Termination of Deposit Agreement.  Whenever so
           directed by the Company upon at least five Business Days'
           prior notice, the Depositary will terminate the Deposit
           Agreement, provided, that notice of such termination has
           been given by mailing notice of such termination to the
           record holders of all Receipts then outstanding at least
           30 days prior to the date fixed in such notice for such
           termination.  The Depositary may likewise terminate the
           Deposit Agreement if at any time 45 days shall have expired








                                                                     12




           after the Depositary shall have delivered to the Company a
           written notice of its election to resign and a successor
           depositary shall not have been appointed and accepted its
           appointment as provided in Section 5.04 of the Deposit
           Agreement.  Upon the termination of the Deposit Agreement,
           the Company shall be discharged from all obligations
           thereunder except for its obligations to the Depositary, any
           Depositary's Agent and any Registrar under Sections 5.07 and
           5.08 of the Deposit Agreement.

                     If any Receipts remain outstanding after the date
           of termination, the Depositary thereafter shall discontinue
           all functions and be discharged from all obligations as
           provided in the Deposit Agreement, except as specifically
           provided therein.

                     20.  Governing Law.  The Deposit Agreement and this
           Receipt and all rights thereunder and hereunder and
           provisions thereof and hereof shall be governed by, and
           construed in accordance with, the law of the State of New
           York without giving effect to principles of conflict of
           laws.









                                                                     13




                     This Receipt shall not be entitled to any benefits
           under the Deposit Agreement or be valid or obligatory for
           any purpose, unless this Receipt shall have been executed on
           behalf of the Company by the manual or facsimile signature
           of a duly authorized officer and executed manually or, if a
           Registrar for the Receipts (other than the Depositary) shall
           have been appointed, by facsimile by the Depositary by the
           signature of a duly authorized officer and, if executed by
           facsimile signature of the Depositary, shall have been
           countersigned manually by such Registrar by the signature of
           a duly authorized officer.


           Dated:

                                         TRUST COMPANY BANK
                                           Depositary and Registrar



                                         By____________________________
                                                Authorized Officer


                                         BOWATER INCORPORATED



                                         By____________________________
                                               Authorized Officer















                                                                     14




                                    ASSIGNMENT


                     FOR VALUE RECEIVED, the undersigned hereby sells,
           assigns and transfers unto ____________ the within Receipt
           and all rights and interests represented by the Depositary
           Shares evidenced thereby, and hereby irrevocably constitutes
           and appoints ________________ his attorney, to transfer the
           same on the books of the within-named Depositary, with full
           power of substitution in the premises.


           Dated:            Signature:_________________________
                                      NOTE: The signature on this assignment
                                      must correspond with the name as written
                                      upon the face of the Receipt in every
                                      particular, without alteration or
                                      enlargement, or any change whatsoever, and
                                      must be guaranteed by a commercial bank,
                                      trust company, securities broker or
                                      dealer, credit union, savings association
                                      or other eligible guarantor institution
                                      which is a member of or participant in a
                                      signature guarantee program acceptable to
                                      the Depositary.

