
                                                                EXHIBIT 10.28.1

                   FIRST AMENDMENT TO THE BOWATER INCORPORATED
                           BENEFITS EQUALIZATION PLAN


         The Bowater Incorporated Benefits Equalization Plan is hereby amended,
effective January 1, 1996, by adding the following to the end of Section 6:

         "Anything in this Plan to the contrary notwithstanding, upon and
         following a Change in Control, an Eligible Employee shall have a
         non-forfeitable interest in benefits payable under the Plan. The
         following definitions apply for purposes of this Section 6:

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

                  (ii)     "Affiliate" and "Associate" shall have the respective
                           meanings ascribed to such terms in Rule 12b-2 of the
                           General Rules and Regulations under the Exchange Act,
                           as in effect on the date hereof.

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

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

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

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

                  (iv)     "Continuing Director" shall mean any member of the
                           Board who was a member of the Board as of January 1,
                           1996, and any 



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                           successor of a Continuing Director while such
                           successor is a member of the Board who is not an
                           Acquiring Person or an Affiliate or Associate of an
                           Acquiring Person or of any such Affiliate or
                           Associate and is recommended or elected to succeed
                           the Continuing Director by a majority of the
                           Continuing Directors.

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

The provisions of this Section 6 related to a Change in Control shall not be
amended upon or following a Change in Control in any manner that might have the
effect of reducing the non-forfeitable interest of an Eligible Employee in
benefits payable under the Plan. Nothing in this Section 6 shall be construed to
prohibit, prior to a Change in Control, any amendment to the Plan, including to
this Section 6, or any termination of the Plan pursuant to its terms."

     IN WITNESS WHEREOF, Bowater Incorporated has caused this Amendment to be
executed by its duly authorized officer on the 29th day of April, 1996.

                                      BOWATER INCORPORATED


                                      By: /s/ Wendy C. Shiba

                                      Its: Secretary & Assistant General Counsel


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