
                                   BOWATER INCORPORATED



                             TRUST COMPANY BANK, as Depositary



                                           and 


                             THE HOLDERS FROM TIME TO TIME OF
                         THE DEPOSITARY RECEIPTS DESCRIBED HEREIN
                                    IN RESPECT OF THE 
                      % PRIDES, SERIES B CONVERTIBLE 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  . . . . . . . . . . . . . . . . .     3 
               Receipt . . . . . . . . . . . . . . . . . . . . . . .     3 
               record holder . . . . . . . . . . . . . . . . . . . .     3 
               Registrar . . . . . . . . . . . . . . . . . . . . . .     3 
               Rights  . . . . . . . . . . . . . . . . . . . . . . .     3 
               Securities Act  . . . . . . . . . . . . . . . . . . .     3 
               Series B Preferred Stock  . . . . . . . . . . . . . .     3 


                                        ARTICLE II

                  FORM OF RECEIPTS, DEPOSIT OF SERIES B 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 B Preferred Stock; 
                              Execution and Delivery of Receipts
                              in Respect Thereof . . . . . . . . . .     5 
               SECTION 2.03.  Redemption of Series B Preferred
                              Stock  . . . . . . . . . . . . . . . .     6 
               SECTION 2.04.  Transfer of Receipts . . . . . . . . .     9 
               SECTION 2.05.  Combination and Split-ups of Receipts      10
               SECTION 2.06.  Surrender of Receipts and Withdrawal
                              of Series B Preferred Stock  . . . . .     10



                                                                          2



               

               SECTION 2.07   Limitations on Execution and Delivery,
                              Transfer, Split-up, Combination, 
                              Surrender and Exchange of Receipts . .     11
               SECTION 2.08.  Lost Receipts, etc.  . . . . . . . . .     12
               SECTION 2.09.  Cancellation and Destruction of 
                              Surrendered Receipts . . . . . . . . .     12
               SECTION 2.10.  Optional Conversion of Series B Preferred 
                              Stock into Common Stock  . . . . . . .     12
               SECTION 2.11.  Mandatory Conversion of Series B Preferred
                              Stock into Common Stock  . . . . . . .     16


                                        ARTICLE III

                              CERTAIN OBLIGATIONS OF HOLDERS
                                OF RECEIPTS AND THE COMPANY

               SECTION 3.01.  Filing Proofs, Certificates and Other
                              Information  . . . . . . . . . . . . .     18
               SECTION 3.02.  Payment of Taxes or Other Governmental
                              Charges  . . . . . . . . . . . . . . .     19
               SECTION 3.03.  Representations and Warranties as to 
                              Series B Preferred Stock . . . . . . .     19


                                        ARTICLE IV

                           THE SERIES B PREFERRED STOCK, NOTICES

               SECTION 4.01.  Cash Distributions . . . . . . . . . .     20
               SECTION 4.02.  Distributions Other Than Cash  . . . .     20
               SECTION 4.03.  Subscription Rights, Preferences or
                              Privileges . . . . . . . . . . . . . .     21
               SECTION 4.04.  Notice of Dividends, Fixing of Record
                              Date for Holders of Receipts . . . . .     22
               SECTION 4.05.  Voting Rights  . . . . . . . . . . . .     23
               SECTION 4.06.  Changes Affecting Series B Preferred
                              Stock and Reclassifications,
                              Recapitalizations, etc.  . . . . . . .     23
               SECTION 4.07.  Inspection of Reports  . . . . . . . .     24
               SECTION 4.08.  List of Receipt Holders  . . . . . . .     24

                                                                          3



               

                                         ARTICLE V

                              THE DEPOSITARY AND THE COMPANY

               SECTION 5.01.  Maintenance of Offices, Agencies, 
                              Transfer Books by the Depositary, the
                              Registrar  . . . . . . . . . . . . . .     24
               SECTION 5.02.  Prevention of or Delay in Performance 
                              by the Depositary, the Depositary's
                              Agents or the Company  . . . . . . . .     25
               SECTION 5.03.  Obligations of the Depositary, the
                              Depositary's Agents and the Company  .     26
               SECTION 5.04.  Resignation and Removal of the 
                              Depositary; Appointment of Successor
                              Depositary . . . . . . . . . . . . . .     28
               SECTION 5.05.  Corporate Notices and Reports  . . . .     29
               SECTION 5.06.  Deposit of Series B Preferred Stock
                              by the Company . . . . . . . . . . . .     29
               SECTION 5.07.  Indemnification by the Company . . . .     30
               SECTION 5.08.  Fees, Charges and Expenses . . . . . .     30


                                        ARTICLE VI

                                  AMENDMENT AND TERMINATION

               SECTION 6.01.  Amendment  . . . . . . . . . . . . . .     30
               SECTION 6.02.  Termination  . . . . . . . . . . . . .     31


                                        ARTICLE VII

                                       MISCELLANEOUS

               SECTION 7.01.  Counterparts   . . . . . . . . . . . .     32
               SECTION 7.02.  Exclusive Benefits of Parties  . . . .     32
               SECTION 7.03.  Invalidity of Provisions   . . . . . .     33
               SECTION 7.04.  Notices  . . . . . . . . . . . . . . .     33
               SECTION 7.05.  Depositary's Agents  . . . . . . . . .     34
               SECTION 7.06.  Holders of Receipts Are Parties  . . .     34
               SECTION 7.07.  Governing Law  . . . . . . . . . . . .     34
               SECTION 7.08.  Headings . . . . . . . . . . . . . . .     34

               TESTIMONIUM   . . . . . . . . . . . . . . . . . . . .     35
               SIGNATURES  . . . . . . . . . . . . . . . . . . . . .     35

               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 ____% PRIDES, Series B Convertible Preferred
               Stock, par value $1 per share (the "Series B Preferred
               Stock") of the Company with the Depositary, as agent for the
               beneficial owners of the Series B 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 B 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 ___% PRIDES, Series B
               Convertible 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 B Preferred Stock.

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

                         "Common Stock" shall mean the Common Stock, par
               value $1 per share, 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 B 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 B
               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 B 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.


                                                                          3


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

                         "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.

                         "Rights" shall mean the rights issuable under the
               Rights Agreement dated as of April 22, 1986, as amended,
               between the Company and The Bank of New York as successor
               Rights Agent to Morgan Guaranty Trust Company of New York,
               as Rights Agent, as such Agreement may be amended, modified
               or supplemented from time to time.

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

                         "Series B Preferred Stock" shall mean the ___%
               PRIDES, Series B Convertible Preferred Stock, par value $1
               per share, of the Company.


                                        ARTICLE II

                  FORM OF RECEIPTS, DEPOSIT OF SERIES B 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 B 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


                                                                          4



               

               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
               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 B 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
               B Preferred Stock or the Depositary Shares may be listed o5

                                                                          5




               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 B 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
               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 B 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 B
               Preferred Stock may deposit shares of Series B Preferred
               Stock under this Deposit Agreement by delivery to the
               Depositary of a certificate or certificates for the shares
               of Series B 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 B
               Preferred Stock.

                         If required by the Depositary, Series B 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 B
               Preferred Stock or to receive other property that any person
               in whose name the Series B Preferred Stock is or has been
               registered may thereafter receive upon or in respect of such


                                                                          6



               

               deposited Series B 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 B 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
               certificates to the registrar and transfer agent of the
               Series B Preferred Stock for transfer and registration in
               the name of the Depositary or its nominee of the shares of
               Series B Preferred Stock being deposited.  Deposited Series
               B 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 B 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 B
               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 B 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 B Preferred
               Stock.  Whenever the Company shall elect to redeem shares of
               Series B 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




                                                                          7



               

               Depositary notice of the date of such proposed redemption of
               the Series B Preferred Stock, which notice shall be given
               not less than 3 Business Days prior to the date the
               Depositary is to mail notice of the redemption to the record
               holders of Receipts, in the case of a redemption of all
               outstanding Depositary Shares, and not less than 10 calendar
               days prior to the date the Depositary is to mail notice of
               the redemption to the record holders of Receipts evidencing
               the Depositary Shares to be redeemed, in the case of a
               partial redemption of outstanding Depositary Shares, and be
               accompanied by a certificate from the Company stating that
               such redemption of the Series B 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
               Certificate of Designations.  On the date of any such
               redemption of Series B Preferred Stock, provided that the
               Company shall then have deposited with the Depositary the
               shares of Common Stock as required pursuant to the
               Certificate of Designations to be delivered in exchange for
               the Series B Preferred Stock to be redeemed, the Depositary
               shall redeem (using the shares of Common Stock and any cash
               deposited with it) the number of Depositary Shares
               representing such redeemed Series B Preferred Stock. 
               Subject to the penultimate sentence of this Paragraph, the
               Depositary shall mail, first class postage prepaid, notice
               of the redemption of Series B Preferred Stock and the
               proposed simultaneous redemption of the Depositary Shares
               representing the Series B Preferred Stock to be redeemed,
               not less than 15 and not more than 60 days prior to the date
               fixed for redemption of such Series B 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 number of shares of Common Stock deliverable upon
               redemption; (iv) the call price for the Depositary Shares;
               (v) the Optional Conversion Rate (calculated in accordance
               with paragraph 3 of the Certificate of Designations),
               together with a statement that all conversion rights with




                                                                          8



               

               respect to Depositary Shares called for redemption will
               terminate immediately prior to the close of business on the
               date fixed for redemption; (vi) the place or places where
               Receipts evidencing Depositary Shares are to be surrendered
               for payment of the redemption price; and (vii) that
               dividends in respect of the shares of Series B 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 B 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 B 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 B
               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 B 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 shares of Common Stock upon
               redemption and cash for any fractional share amount) 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 for
               shares of Common Stock and cash for any fractional share
               amount at a rate per Depositary Share equal to one-fourth of
               the number of shares of Common Stock (including fractional
               amounts) delivered upon redemption of a share of Series B
               Preferred Stock pursuant to the Certificate of Designations. 
               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



                                                                          9



               

               its surrender to the Depositary, together with the shares of
               Common Stock for the Depositary Shares called for
               redemption, a new Receipt evidencing the Depositary Shares
               evidenced by such prior Receipt and not called for
               redemption.

                         To the extent that Depositary Shares are redeemed
               for shares of Common Stock and all of such shares of Common
               Stock cannot be distributed to the record holders of
               Receipts without creating fractional interests in such
               shares, the Depositary may, with the consent 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 such shares of Common
               Stock at such place or places and upon such terms as it may
               deem proper, and the net proceeds of any such sale shall,
               subject to Section 3.02, be distributed or made available
               for distribution to such record holders that would otherwise
               receive fractional interests in such shares of Common Stock.

                         In the event that Depositary Shares are redeemed
               into shares of Common Stock and certificates evidencing
               Rights are issued or to be issued in connection therewith,
               such certificates shall be distributed in the same manner
               and to the same record holders receiving the shares of
               Common Stock associated with such Rights and fractional
               interests in Rights shall be subject to the same procedures
               set forth in the preceding paragraph for fractional shares
               of Common Stock.

                         Except with respect to a conversion of Depositary
               Shares which may occur pursuant to paragraph 3 of the
               Certificate of Designations, 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 B 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 third paragraph
               of this Section 2.03.

                         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


                                                                         10



               

               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
               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 B Preferred Stock.  Any holder of a
               Receipt or Receipts may withdraw any or all of the Series B
               Preferred Stock (but only in whole shares of Series B
               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 B 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 B
               Preferred Stock to be withdrawn, the Depositary shall at the
               same time, in addition to such whole number of shares of









                                                                         11



               

               Series B 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
               evidencing such excess number of whole Depositary Shares. 
               Delivery of the Series B 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 B 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 B 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 B 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 B
               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 B Preferred Stock being deposited or withdrawn or
               with respect to the Common Stock, Rights or other securities
               or property of the Company being issued upon conversion or
               redemption); (ii) the production of proof satisfactory to it
               as to the identity and genuineness of any signature; and


                                                                         12



               

               (iii) compliance with such regulations, if any, as the
               Depositary or the Company may establish not inconsistent
               with the provisions of the Deposit Agreement.

                         The deposit of Series B Preferred Stock may be
               refused, the delivery of Receipts against Series B 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.

                         SECTION 2.10.  Optional Conversion of Series B
               Preferred Stock into Common Stock.  Receipts may be
               surrendered with written instructions to the Depositary to
               instruct the Company to cause the conversion of any
               specified number of whole shares of Series B Preferred Stock
               represented by whole Depositary Shares evidenced by such
               Receipts into whole shares of Common Stock and cash for any
               fractional share amount at the conversion price then in









                                                                         13



               

               effect for the Series B Preferred Stock pursuant to the
               Certificate of Designations as such conversion price may be
               adjusted by the Company from time to time as provided in the
               Certificate of Designations.  Subject to the terms and
               conditions of this Deposit Agreement and the Certificate of
               Designations, a holder of a Receipt or Receipts evidencing
               Depositary Shares representing whole or fractional shares of
               Series B Preferred Stock may surrender such Receipt or
               Receipts at the Corporate Office or at such office or to
               such Depositary's Agents as the Depositary may designate for
               such purpose, together with a notice of conversion duly
               completed and executed, thereby directing the Depositary to
               instruct the Company to cause the conversion of the number
               of whole shares of underlying Series B Preferred Stock
               specified in such notice of conversion into shares of Common
               Stock, and an assignment of such Receipt or Receipts to the
               Company or in blank, duly completed and executed.  To the
               extent that a holder delivers to the Depositary for
               conversion a Receipt or Receipts which in the aggregate are
               convertible into less than one whole share of Common Stock,
               the holder shall receive payment in cash in lieu of such
               fractional share of Common Stock otherwise issuable.  If
               more than one Receipt shall be delivered for conversion at
               one time by the same holder, the number of whole shares of
               Common Stock issuable upon conversion thereof shall be
               computed on the basis of the aggregate number of Depositary
               Shares represented by the Receipts so delivered.

                         Upon receipt by the Depositary of a Receipt or
               Receipts, together with notice of conversion, duly completed
               and executed, directing the Depositary to instruct the
               Company to cause the conversion of a specified number of
               shares of Series B Preferred Stock, and an assignment of
               such Receipt or Receipts to the Company or in blank, duly
               completed and executed, the Depositary shall instruct the
               Company (i) to cause the conversion of the number of whole
               shares of Series B Preferred Stock represented by the
               Depositary Shares evidenced by the Receipts so surrendered
               for conversion as specified in the written notice to the
               Depositary and (ii) to cause the delivery to the holders of
               such Receipts of a certificate or certificates evidencing
               the number of whole shares of Common Stock and the amount of
               money, if any, to be delivered to the holders of Receipts
               surrendered for conversion in lieu of fractional shares of
               Common Stock otherwise issuable.  The Company shall as
               promptly as practicable after receipt thereof cause the
               delivery of (i) a certificate or certificates evidencing the
               number of whole shares of Common Stock into which the Series









                                                                         14



               

               B Preferred Stock represented by the Depositary Shares
               evidenced by such Receipt or Receipts has been converted,
               and (ii) any money or other property to which the holder is
               entitled by reason of such conversion.  Upon such
               conversion, the Depositary (i) shall deliver to the holder a
               Receipt evidencing the number of Depositary Shares, if any,
               that equals the excess of the number of Depositary Shares
               evidenced by the surrendered Receipt over the number of
               Depositary Shares evidenced by such Receipt that has been so
               converted, (ii) shall cancel the Depositary Shares evidenced
               by Receipts surrendered for conversion and (iii) shall
               deliver to the Company or its transfer agent for the Series
               B Preferred Stock for cancellation the shares of Series B
               Preferred Stock represented by the Depositary Shares
               evidenced by the Receipts so surrendered and so converted. 
               Upon the delivery of the shares of Series B Preferred Stock
               to be cancelled due to such conversion by the Depositary to
               the Company, the Company shall deliver to the Depositary a
               certificate or certificates evidencing the number of shares
               of Series B Preferred Stock, if any, that equals the excess
               of the number of shares of Series B Preferred Stock
               evidenced by the surrendered certificate over the number of
               shares of Series B Preferred Stock evidenced by that
               certificate that has been so converted.

                         If Series B Preferred Stock shall be called by the
               Company for redemption, the Depositary Shares representing
               such Stock may be converted into Common Stock as provided in
               this Deposit Agreement until, but not after, the close of
               business on the Redemption Date unless the Company shall
               fail to deposit with the Depositary the shares of Common
               Stock and cash for any fractional share amounts required to
               redeem the Series B Preferred Stock held by the Depositary,
               in which case the Depositary Shares representing such Series
               B Preferred Stock may continue to be converted into Common
               Stock until, but not after, the close of business on the
               date on which the Company deposits with the Depositary such
               shares of Common Stock and cash for any fractional share
               amounts as are required by the Certificate of Designations
               to make full payment of the amounts payable upon such
               redemption.  Upon receipt by the Depositary of a Receipt or
               Receipts, together with a properly completed and executed
               notice of conversion, representing any Series B Preferred
               Stock called for redemption, the shares of Series B
               Preferred Stock held by the Depositary represented by such
               Depositary Shares for which conversion is requested shall be
               deemed to have been received by the Company for conversion










                                                                         15



               

               as of immediately prior to the close of business on the date
               of such receipt by the Depositary.

                         The record holder of Depositary Shares on any
               dividend payment record date established by the Depositary
               pursuant to Section 4.04 shall be entitled to receive the
               dividend payable with respect to such Depositary Shares on
               the corresponding dividend payment date notwithstanding the
               conversion subsequent to such record date of the shares of
               Series B Preferred Stock to which such Depositary Shares
               relate.  If a share of Series B Preferred Stock is converted
               between the record date with respect to any dividend payment
               on the Series B Preferred Stock and the corresponding
               dividend payment date, any holder of Receipts surrendered
               with instructions to the Depositary for conversion of the
               underlying Series B Preferred Stock shall pay to the
               Depositary an amount equal to the dividend attributable to
               the current quarterly dividend period payable on such
               dividend payment date on the Depositary Shares represented
               by the Receipts being surrendered for conversion (except for
               Depositary Shares redeemed on a Redemption Date between such
               record date and dividend payment date).  Any holder of
               Receipts on a dividend payment record date who (or whose
               transferee) surrenders the Receipts with instructions to the
               Depositary for conversion of the underlying Series B
               Preferred Stock on the corresponding dividend payment date
               will receive the dividend payable with respect to the
               Depositary Shares underlying such Receipts and will not be
               required to include payment of the amount of such dividend
               upon surrender of the Receipts for conversion.

                         Upon the conversion of any share of Series B
               Preferred Stock for which a request for conversion has been
               made by the holder of Depositary Shares representing such
               share, all dividends in respect of such Depositary Shares
               shall cease to accrue, such Depositary Shares shall be
               deemed no longer outstanding, all rights of the holder of
               the Receipt with respect to such Depositary Shares (except
               the right to receive the Common Stock, any cash payable with
               respect to any fractional shares of Common Stock as provided
               herein and any cash payable on account of accrued dividends
               as provided herein and any Receipts evidencing Depositary
               Shares not so converted) shall terminate, and the Receipt
               evidencing such Depositary Shares shall be cancelled in
               accordance with Section 2.09 hereof.

                         No fractional shares of Common Stock shall be
               issuable upon conversion of Series B Preferred Stock









                                                                         16



               

               underlying the Depositary Shares.  If any holder of Receipts
               surrendered with instructions to the Depositary for
               conversion of the underlying Series B Preferred Stock would
               be entitled to a fractional share of Common Stock upon such
               conversion, the Company shall cause to be delivered to such
               holder an amount in cash for such fractional share as
               provided in the Certificate of Designations.

                         SECTION 2.11.  Mandatory Conversion of Series B
               Preferred Stock into Common Stock.  With respect to any
               Series B Preferred Stock on deposit with the Depositary as
               to which the Company has not exercised its right to redeem
               and the record holder has not exercised its right of
               optional conversion pursuant to the Certificate of
               Designations, the Depositary shall mail, first class postage
               prepaid, notice of the mandatory conversion of Series B
               Preferred Stock and the simultaneous mandatory conversion of
               the Depositary Shares representing the Series B Preferred
               Stock to be mandatorily converted, not less than 5 and not
               more than 15 days prior to the date fixed for mandatory
               conversion of such Series B Preferred Stock and Depositary
               Shares (the "Mandatory Conversion Date"), to all record
               holders of Receipts evidencing Depositary Shares who are of
               record on the date that is two Business Days prior to the
               date of mailing, 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 mandatory
               conversion as to any record holder (whether or not such
               failure or defect affects such record holder).  Each such
               notice shall state:  (i) the Mandatory Conversion Date;
               (ii) that all outstanding Depositary Shares on the Mandatory
               Conversion Date will be mandatorily converted pursuant to
               the Certificate of Designations and this Agreement; (iii)
               the Common Equivalent Rate (determined in accordance with
               paragraph 3 of the Certificate of Designations); (iv) the
               place or places where Receipts evidencing Depositary Shares
               are to be surrendered for payment of the mandatory
               conversion price; and (v) that dividends in respect of the
               shares of Series B Preferred Stock represented by the
               Depositary Shares to be mandatorily converted will cease to
               accumulate on the Mandatory Conversion Date.

                         On the Mandatory Conversion Date, all then
               outstanding shares of Series B Preferred Stock shall
               mandatorily convert into shares of Common Stock, cash for
               any fractional share amounts and the right to receive









                                                                         17



               

               amounts in cash equal to all accrued and unpaid dividends on
               such shares of Series B Preferred Stock to the Mandatory
               Conversion Date (other than previously declared dividends
               payable to a holder of record as of a prior date), all as
               provided in and subject to paragraph 3 of the Certificate of
               Designations.

                         From and after the Mandatory Conversion Date, the
               Depositary Shares representing the shares of Series B
               Preferred Stock mandatorily converted shall be deemed no
               longer to be outstanding and all rights of the record
               holders of Receipts evidencing such Depositary Shares
               (except the right to receive the shares of Common Stock, any
               cash for accrued and unpaid dividends (other than previously
               declared dividends payable to a holder of record as of a
               prior date) and any fractional share amount deliverable or
               payable upon mandatory conversion or in connection
               therewith) 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 exchanged for shares of Common Stock and cash for any
               fractional share amount (and the right to receive cash for
               any accrued and unpaid dividends payable in connection
               therewith) at a rate per Depositary Share equal to one-
               fourth of the number (including fractional amounts) of
               shares of Common Stock (and one-fourth of the right to
               receive cash for any accrued and unpaid dividends) exchanged
               for each share of Series B Preferred Stock pursuant to the
               Certificate of Designations.  The foregoing shall be subject
               further to the terms and conditions of the Certificate of
               Designations.  

                         On or prior to the Mandatory Conversion Date, the
               Company shall deposit with the Depositary certificates for
               the shares of Common Stock and the cash for any fractional
               share amounts into which the shares of Series B Preferred
               Stock held by the Depositary shall mandatorily convert on
               the Mandatory Conversion Date, plus, subject to the
               Certificate of Designations, an amount in cash equal to all
               accrued and unpaid dividends on such shares of Series B
               Preferred Stock (other than previously declared dividends
               payable to a holder of record as of a prior date) to the
               Mandatory Conversion Date.  Using such shares of Common
               Stock and cash, the Depositary shall deliver certificates
               for the appropriate number of shares of Common Stock and the
               appropriate amount of cash, without interest, to record









                                                                         18



               

               holders who properly deliver their Receipts to the
               Depositary.

                         No fractional shares of Common Stock shall be
               issuable upon mandatory conversion of Series B Preferred
               Stock underlying the Depositary Shares.  If any holder of
               Receipts surrendered to the Depositary for mandatory
               conversion of the underlying Series B Preferred Stock would
               be entitled to a fractional share of Common Stock upon such
               mandatory conversion, the Company shall cause to be
               delivered to such holder an amount in cash for such
               fractional share as provided in the Certificate of
               Designations.  To the extent that Depositary Shares are
               mandatorily converted into shares of Common Stock and all of
               such shares of Common Stock cannot be distributed to the
               record holders of Receipts without creating fractional
               interest in such shares, the Depositary may, with the
               consent 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 such shares of Common Stock at such place or places and
               upon such terms as it may deem proper, and the net proceeds
               of any such sale shall, subject to Section 3.02, without
               interest, be distributed or made available for distribution
               to such record holders that would otherwise receive
               fractional interests in such shares of Common Stock.


                                        ARTICLE III

                              CERTAIN OBLIGATIONS OF HOLDERS
                                OF RECEIPTS AND THE COMPANY

                         SECTION 3.01.  Filing Proofs, Certificates and
               Other Information.  Any person presenting Series B 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
               Company may reasonably deem necessary or proper.  The
               Depositary or the Company may withhold or delay the delivery
               of any Receipt, the transfer, redemption, conversion, or
               exchange of any Receipt, the withdrawal of the Series B
               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,










                                                                         19



               

               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 B 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, conversion, or exchange of
               any Receipt or any withdrawal of the Series B 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 B Preferred Stock represented by the
               Depositary Shares evidenced by such Receipt may be withheld
               and any part or all of the Series B 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 B Preferred Stock, Common Stock,
               Rights 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 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 B Preferred Stock.  Each person depositing Series
               B Preferred Stock under this Deposit Agreement shall be









                                                                         20



               

               deemed thereby to represent and warrant that such Series B
               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 B Preferred Stock and the execution
               and delivery of Receipts.


                                        ARTICLE IV

                           THE SERIES B PREFERRED STOCK, NOTICES

                         SECTION 4.01.  Cash Distributions.  Whenever the
               Depositary shall receive any cash dividend or other cash
               distribution on the Series B 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 B 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 B 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 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









                                                                         21



               

               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 B
               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
               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










                                                                         22



               

               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 B Preferred Stock, or
               whenever the Depositary shall receive notice of (i) any
               meeting at which holders of Series B Preferred Stock are
               entitled to vote or of which holders of Series B Preferred
               Stock are entitled to notice or (ii) any election on the
               part of the Company to call for redemption any shares of
               Series B 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 B Preferred Stock) for the determination of the









                                                                         23



               

               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 B
               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 B 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 B
               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 B Preferred Stock or cause
               such Series B 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 B 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 B Preferred
               Stock remaining.

                         SECTION 4.06.  Changes Affecting Series B
               Preferred Stock and Reclassifications, Recapitalizations,
               etc.  Upon any split-up, consolidation or any other
               reclassification of Series B 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









                                                                         24



               

               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 B 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 B
               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 B Preferred Stock and made generally
               available to the holders of Series B 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
               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 B Preferred Stock and
               (ii) at the offices of the Depositary's Agents, if any,
               facilities for the delivery, transfer, surrender and









                                                                         25



               

               exchange, split-up, combination and redemption of Receipts
               and deposit and withdrawal of Series B 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 B 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 B 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 B 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
               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









                                                                         26



               

               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 B Preferred Stock, Depositary
               Shares, Receipts or Common Stock 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 B 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.

                         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









                                                                         27



               

               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 B 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 B 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 B Preferred Stock at any time
               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









                                                                         28



               

               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
               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









                                                                         29



               

               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 B 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 B 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 B 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 B 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
               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 B Preferred Stock
               by the Company.  Neither the Company nor any company
               controlled by the Company will at any time deposit any
               Series B Preferred Stock if such Series B Preferred Stock is
               required to be registered under the provisions of the









                                                                         30



               

               Securities Act and no registration statement is at such time
               in effect as to such Series B 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
               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









                                                                         31



               

               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,
               2.07 and 2.10 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 B Preferred Stock and all
               money and other property, if any, represented thereby, or to
               cause the conversion of the underlying Series B Preferred
               Stock into Common Stock and cash for any fractional share
               amount, 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 B Preferred Stock, shall
               sell rights, preferences, privileges or other property as
               provided in this Deposit Agreement and shall continue to
               deliver the Series B 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









                                                                         32



               

               the date of termination, the Depositary may sell Series B
               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 B Preferred Stock remain outstanding,
               the Company hereby agrees to use its best efforts to list
               the underlying Series B Preferred Stock on the New York
               Stock Exchange, Inc. (unless the holders of a majority of
               the outstanding shares of Series B 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.

                         SECTION 7.02.  Exclusive Benefits of Parties. 
               This Deposit Agreement is for the exclusive benefit of the
               parties hereto, and their respective successors hereunder,










                                                                         33



               

               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
               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









                                                                         34



               

               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

















                                                                         35



               

               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
               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
                    ___% PRIDES, SERIES B CONVERTIBLE 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 ___% PRIDES, Series B Convertible
               Preferred Stock, par value $1 per share (the "Series B
               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 B 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 B Preferred Stock represented
               thereby, including the dividend, voting, conversion,
               liquidation and other rights contained in the Certificate of
               Designations of the ___% PRIDES, Series B Convertible
               Preferred Stock, par value $1 per share, establishing the
               rights, preferences, privileges and limitations of the
               Series B 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 B Preferred Stock. 
               Whenever the Company shall elect to redeem shares of Series
               B Preferred Stock for shares of its Common Stock, par value
               $1.00 per share ("Common 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 the notice required by the
               Deposit Agreement.  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 B Preferred Stock to be redeemed,
               not less than 15 and not more than 60 days prior to the date
               fixed for redemption of such Series B 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









                                                                          4



               

               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 number of shares of Common Stock deliverable upon
               redemption; (iv) the call price for the Depositary Shares;
               (v) the Optional Conversion Rate (calculated in accordance
               with paragraph 3 of the Certificate of Designations),
               together with a statement that all conversion rights with
               respect to the Depositary Shares called for redemption will
               terminate immediately prior to the close of business on the
               date fixed for redemption; (vi) the place or places where
               Receipts evidencing Depositary Shares are to be surrendered
               for payment of the redemption price; and (vii) that
               dividends in respect of the shares of Series B 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 B 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 B 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 B
               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 B 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 shares of Common Stock upon redemption and
               cash for any fractional share amount) 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 for shares of
               Common Stock and cash for any fractional share amount at a
               rate per Depositary Share equal to one-fourth of the number









                                                                          5



               

               of shares of Common Stock (including fractional amounts)
               delivered upon redemption of a share of Series B Preferred
               Stock pursuant to the Certificate of Designations.  The
               foregoing shall be subject further to the terms and
               conditions of the Certificate of Designations and the
               Deposit Agreement.

                         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 shares of
               Common Stock for the Depositary Shares called for
               redemption, a new Receipt evidencing the Depositary Shares
               evidenced by such prior Receipt and not called for
               redemption.

                         In the event that Depositary Shares are redeemed
               for shares of Common Stock and certificates evidencing
               Rights are issued or to be issued in connection therewith,
               such certificates shall be distributed in the same manner
               and to the same record holders receiving the shares of
               Common Stock associated with such Rights.

                         4.  Surrender of Receipts and Withdrawal of Series
               B 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 B Preferred Stock (but
               only in whole shares of Series B 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 B Preferred Stock to be
               withdrawn, the Depositary shall, in addition to such whole
               number of shares of Series B 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.  Optional Conversion of Series B Preferred
               Stock into Common Stock.  Subject to the terms and
               conditions of the Deposit Agreement and the Certificate of
               Designations, this Receipt may be surrendered with written
               instructions to the Depositary to instruct the Company to









                                                                          6



               

               cause the conversion of any specified number of whole shares
               of Series B Preferred Stock represented by whole Depositary
               Shares evidenced hereby into whole shares of Common Stock
               and cash for any fractional share amount at the conversion
               price then in effect for the Series B Preferred Stock
               pursuant to the Certificate of Designations as such
               conversion price may be adjusted by the Company from time to
               time as provided in the Certificate of Designations. 
               Subject to the terms and conditions of the Deposit Agreement
               and the Certificate of Designations, a holder of a Receipt
               or Receipts evidencing Depositary Shares representing whole
               or fractional shares of Series B Preferred Stock may
               surrender such Receipt or Receipts at the Depositary's
               Office or at such office or to such Depositary's Agents as
               the Depositary may designate for such purpose, together with
               a notice of conversion duly completed and executed, thereby
               directing the Depositary to instruct the Company to cause
               the conversion of the number of whole shares of underlying
               Series B Preferred Stock specified in such notice of
               conversion into shares of Common Stock, and an assignment of
               such Receipt or Receipts to the Company or in blank, duly
               completed and executed.  To the extent that a holder
               delivers to the Depositary for conversion a Receipt or
               Receipts which in the aggregate are convertible into less
               than one whole share of Common Stock, the holder shall
               receive payment in cash in lieu of such fractional share of
               Common Stock otherwise issuable.  If more than one Receipt
               shall be delivered for conversion at one time by the same
               holder, the number of whole shares of Common Stock issuable
               upon conversion thereof shall be computed on the basis of
               the aggregate number of Depositary Shares represented by the
               Receipts so delivered.

                         If Series B Preferred Stock shall be called by the
               Company for redemption, the Depositary Shares representing
               such Series B Preferred Stock may be converted into Common
               Stock as provided in the Deposit Agreement until, but not
               after, the close of business on the Redemption Date unless
               the Company shall fail to deposit with the Depositary the
               shares of Common Stock and cash for any fractional share
               amounts required to redeem the Series B Preferred Stock, in
               which case the Depositary Shares representing such Series B
               Preferred Stock may continue to be converted into Common
               Stock until, but not after, the close of business on the
               date on which the Company deposits with the Depositary such
               shares of Common Stock and cash for any fractional share
               amounts as are required by the Certificate of Designations
               to make full payment of the amounts payable upon such









                                                                          7



               

               redemption.  Upon receipt by the Depositary of a Receipt or
               Receipts, together with a properly completed and executed
               notice of conversion, representing any Series B Preferred
               Stock called for redemption, the shares of Series B
               Preferred Stock held by the Depositary represented by such
               Depositary Shares for which conversion is requested shall be
               deemed to have been received by the Company for conversion
               as of immediately prior to the close of business on the date
               of such receipt by the Depositary.

                         6.  Mandatory Conversion of Series B Preferred
               Stock into Common Stock.  With respect to any Series B
               Preferred Stock on deposit with the Depositary as to which
               the Company has not exercised its right to redeem and the
               record holder has not exercised its right of optional
               conversion pursuant to the Certificate of Designations, the
               Depositary shall mail, first class postage prepaid, notice
               of the mandatory conversion of Series B Preferred Stock and
               the simultaneous mandatory conversion of the Depositary
               Shares representing the Series B Preferred Stock to be
               mandatorily converted, not less than 5 and not more than
               15 days prior to the date fixed for mandatory conversion of
               such Series B Preferred Stock and Depositary Shares (the
               "Mandatory Conversion Date"), to all record holders of
               Receipts evidencing Depositary Shares who are of record on
               the date that is two Business Days prior to the date of
               mailing, 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 mandatory conversion as
               to any record holder (whether or not such failure or defect
               affects such record holder).  Each such notice shall
               state:  (i) the Mandatory Conversion Date; (ii) that all
               outstanding Depositary Shares on the Mandatory Conversion
               Date will be mandatorily converted pursuant to the
               Certificate of Designations and the Deposit Agreement; (iii)
               the Common Equivalent Rate (determined in accordance with
               paragraph 3 of the Certificate of Designations); (iv) the
               place or places where Receipts evidencing Depositary Shares
               are to be surrendered for payment of the mandatory
               conversion price; and (v) that dividends in respect of the
               shares of Series B Preferred Stock represented by the
               Depositary Shares to be mandatorily converted will cease to
               accumulate on the Mandatory Conversion Date.

                         On the Mandatory Conversion Date, all then
               outstanding shares of Series B Preferred Stock shall









                                                                          8



               

               mandatorily convert into shares of Common Stock, cash for
               any fractional share amounts and the right to receive
               amounts in cash equal to all accrued and unpaid dividends on
               such shares of Series B Preferred Stock to the Mandatory
               Conversion Date (other than previously declared dividends
               payable to a holder of record as of a prior date), all as
               provided in and subject to paragraph 3 of the Certificate of
               Designations.

                         From and after the Mandatory Conversion Date, the
               Depositary Shares representing the shares of Series B
               Preferred Stock mandatorily converted shall be deemed no
               longer to be outstanding and all rights of the record
               holders of Receipts evidencing such Depositary Shares
               (except the right to receive the shares of Common Stock, any
               cash for accrued and unpaid dividends (other than previously
               declared dividends payable to a holder of record as of a
               prior date) and any fractional share amount deliverable or
               payable upon mandatory conversion or in connection
               therewith) 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 exchanged for shares of Common Stock and cash for any
               fractional share amount (and the right to receive cash for
               any accrued and unpaid dividends payable in connection
               therewith) at a rate per Depositary Share equal to one-
               fourth of the number (including fractional amounts) of
               shares of Common Stock (and one-fourth of the right to
               receive cash for any accrued and unpaid dividends) exchanged
               for each share of Series B Preferred Stock pursuant to the
               Certificate of Designations.  The foregoing shall be subject
               further to the terms and conditions of the Certificate of
               Designations and the Deposit Agreement.  

                         On or prior to the Mandatory Conversion Date, the
               Company shall deposit with the Depositary certificates for
               the shares of Common Stock and the cash for any fractional
               share amounts into which the shares of Series B Preferred
               Stock held by the Depositary shall mandatorily convert on
               the Mandatory Conversion Date, plus, subject to the
               Certificate of Designations, an amount in cash equal to all
               accrued and unpaid dividends on such shares of Series B
               Preferred Stock (other than previously declared dividends
               payable to a holder of record as of a prior date) to the
               Mandatory Conversion Date.  Using such shares of Common
               Stock and cash, the Depositary shall deliver certificates









                                                                          9



               

               for the appropriate number of shares of Common Stock and the
               appropriate amount of cash, without interest, to record
               holders who properly deliver their Receipts to the
               Depositary.

                         7.  Transfers, Split-ups, Combinations.  Subject
               to Paragraphs 8, 9 and 10 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.

                         8.  Conditions to Signing and Delivery, Transfer,
               etc., of Receipts.  Prior to the execution and delivery,
               transfer, split-up, combination, surrender or exchange of
               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 B Preferred
               Stock being deposited or withdrawn or with respect to Common
               Stock, Rights or other securities or property of the Company
               being issued upon conversion or redemption); (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 B 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, conversion or
               exchange of any Receipt, the withdrawal of the Series B
               Preferred Stock or money or other property, if any,









                                                                         10



               

               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.

                         9.  Suspension of Delivery, Transfer, etc.  The
               deposit of Series B Preferred Stock may be refused, the
               delivery of this Receipt against Series B 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.  Except with
               respect to a conversion of Depositary Shares which may occur
               pursuant to paragraph 3 of the Certificate of Designations,
               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 B 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 second to last paragraph of Paragraph 3
               above.

                         10.  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 B 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, conversion or exchange of this Receipt
               or any withdrawal of the Series B 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









                                                                         11



               

               or all of the Series B  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.

                         11.  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, 5, 6, 8, 9 and 10 hereof and of
               Sections 2.03, 2.06, 2.07, 2.10 and 2.11 and Article III of
               the Deposit Agreement, of the owner of the Depositary Shares
               evidenced by this Receipt to surrender this Receipt with
               instructions to the Depositary to deliver to the holder the
               Series B Preferred Stock and all money and other property,
               if any, represented hereby, or to cause the conversion of
               the underlying Series B Preferred Stock into Common Stock
               and cash for any fractional share amount, except in order to
               comply with mandatory provisions of applicable law.

                         12.  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 B Preferred Stock, holders of
               Receipts or other persons.

                         13.  Title to Receipts.  It is a condition of this
               Receipt, and every successive holder hereof by accepting or









                                                                         12



               

               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.

                         14.  Dividends and Distributions.  Whenever the
               Depositary receives any cash dividend or other cash
               distribution on the Series B 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 B 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.

                         15.  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 B
               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









                                                                         13



               

               Company so directs in such manner as the Company shall
               instruct.

                         16.  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 B Preferred
               Stock, or the Depositary shall receive notice of (i) any
               meeting at which holders of Series B Preferred Stock are
               entitled to vote or of which holders of Series B Preferred
               Stock are entitled to notice or (ii) any election on the
               part of the Company to call for redemption any shares of
               Series B 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 B 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.

                         17.  Voting Rights.  Upon issuance of notice of any
               meeting at which the holders of Series B 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
               provided in Paragraph 16 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 B 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 B 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 B Preferred Stock or









                                                                         14



               

               cause such Series B 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 B 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 B Preferred Stock remaining.

                         18.  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 B Preferred Stock and made generally
               available to the holders of Series B 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.

                         19.  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,
               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.

                         20.  Obligations of the Depositary, the
               Depositary's Agents and the Company.  Neither the Depositary









                                                                         15



               

               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 B Preferred Stock, Depositary Shares,
               Receipts or Common Stock 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 B
               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.

                         21.  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
               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.









                                                                         16



               

                         22.  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.

                         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


                                   NOTICE OF CONVERSION

                         The undersigned holder of this Receipt for
               Depositary Shares hereby irrevocably exercises the option to
               convert that number of whole shares of ___% PRIDES, Series B
               Convertible Preferred Stock of the Company represented by [  
                     ] Depositary Shares into shares of Common Stock of the
               Company and cash for any fractional share amount in
               accordance with the terms of and subject to the conditions









                                                                         17



               

               of the Series B Preferred Stock, including the Certificate
               of Designations in respect thereof, and the Deposit
               Agreement, and directs the Depositary to instruct the
               Company that the shares of Common Stock deliverable upon
               such conversion be registered in the name of, and delivered
               together with a check in payment for any fractional shares
               of Common Stock to, the undersigned unless a different name
               has been indicated below.  If the shares of Common Stock are
               to be registered in the name of a person other than the
               undersigned, the undersigned will pay all transfer and
               similar taxes payable with respect thereto.  If the number
               of whole shares of Series B Preferred Stock represented by
               the number of Depositary Shares set forth above is less than
               the number of shares of Series B Preferred Stock on deposit
               in respect of this Receipt, the undersigned directs that the
               Depositary execute and deliver to the undersigned, unless a
               different name is indicated below, a new Receipt evidencing
               Depositary Shares for the balance of such Series B Preferred
               Stock not to be converted.

               Dated:  _________________________



                             Signature:  _________________
                             NOTE:  The signature on this notice of conversion
                             must correspond with the name as written upon the
                             face of this 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.

               Name: ______________________________________________________

               Address: ___________________________________________________
                           (Please print names and address of Registered Holder)


               Name: ______________________________________________________

               Address: ___________________________________________________
                           (Please indicate other delivery instructions, if 
                            applicable)











                                                                         18










                                        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.


