
<PAGE>   1
                                                                     Exhibit 4.3

                               THIRD AMENDMENT
                                    TO THE
                             BOWATER INCORPORATED
                       SALARIED EMPLOYEES' SAVINGS PLAN


     EFFECTIVE JANUARY 1, 1989, The Bowater Incorporated Salaried Employees' 
Savings Plan

(the "Plan") is hereby amended in the following respects only:

     1.  Section 1.09 of the Plan is hereby amended so that it refers to the 
Internal Revenue Code of 1986 instead of 1954.
         
     2.  Section 1.14 of the Plan is hereby amended by adding the following 
paragraph after the presently exiting text of Section 1.14:
     "The spouse or lineal descendant (other than a lineal descendant who will  
     have reached the age of 19 before the close of the Plan Year in question)
     of an Employee who is either a 5% owner or is both a Highly Compensated
     Employee and one of the Employer's ten most highly compensated employees
     (the "Related HCE"), will not be treated as an Employee with separate
     compensation for the Plan Year and the compensation that would otherwise
     constitute the Earnings of such spouse or descendant shall be included in
     the Earnings of the Related HCE."

     3.  Section 1.16 of the Plan is hereby amended to add the following 
proviso to the text of Section 1.16 that existed prior to this Amendment:
     "; provided, however, that any leased employee that provides services to   
     an employer that is aggregated with the Employer under Code sections
     414(b), (c) or (m) (or that provides services to the Employer and is an
     employee of an employer so aggregated with the Employer) will be
     considered an Employee notwithstanding the performance of services as a
     leased employee."


     4.  Section 1.38 of the Plan is hereby amended as follows:

     (a) the description "immediate and heavy" is added to the second sentence  
         of text of Section 1.38 that existed prior to this Amendment so that
         it reads: "For purposes of clarification, a Specified Hardship
         Withdrawal shall be allowed only for immediate and heavy financial
         need arising out of expenses incurred or assumed by a Participant (a)
         related to medical expenses of a Participant or a member of his family
         or dependent, and not covered by insurance; (b) related to the
         post-secondary school tuition for the next quarter or semester of a
         Participant or a member of his family or dependents; or (c) relating
         to the acquisition of a


<PAGE>   2

         primary residence of a Participant; or (d) expenses to prevent
         eviction from, or foreclosure on the mortgage on, the Participant's
         primary residence."

     (b) the following new paragraph is added at the end of Section 1.38:
         "Any determinations made by the Plan Administrator under this section  
         shall be made based upon nondiscriminatory and objective standards."

     5.  Section 4.07 of the Plan is hereby amended in the following respects:

     (a) subsection 407(b)(i)(2) is amended to include Basic and Supplemental
         Employee Contributions by amending it so it reads as follows: 
         "Basic Tax-Deferred Employee Contributions and Supplemental 
         Tax-Deferred Employee Contributions as well as Basic Employee
         Contributions and Supplemental Employee Contributions allocated to the
         Participant's Accounts under Sections 3.01, 3.02, 3.03 and 3.04."

     (b) subsection 4.07(b)(i)(3) is deleted.

     6. Section 8.04 of the Plan is hereby amended so that the last sentence 
of its fourth paragraph refers to Section 1.38 instead of 1.37.

     7. Section 15.01 of the Plan is hereby amended to read as follows:

        "15.01    DEFINITIONS: For purposes of this Article 15, the following 
                  terms shall have the meaning set forth hereafter:

        (i)   "Actual Deferral Percentage", for one of two specified groups (the
              Highly Compensated Employee, or "HCE" group and the nonHighly
              Compensated Employee, or "nonHCE" group) of all Employees
              eligible to participate in the Plan shall be the average of the
              ratios ("Actual Deferral Ratios" or "ADRs"), calculated
              separately for each Employee in each respective group, of:

              (A)  the amount of the Employee's Elective Deferrals and amounts
                   treated as his or her Elective Deferrals for the plan year   
                   actually paid over to the Trust Fund as contributions on
                   behalf of such Employee for such Plan Year, to

              (B)  the Employee's Earnings for such plan year.


                                      2.



<PAGE>   3

                   In the case of an eligible Employee who makes no Elective    
                   Contributions, the Actual Deferral Ratio that is to be
                   included in determining the Actual Deferral Percentage is
                   zero.

                   Only the Actual Deferral Ratios of eligible Employees will   
                   be taken into account in calculating the Actual Deferral
                   Percentage. For this purpose, an eligible Employee is any   
                   Employee who is directly or indirectly eligible to make a
                   cash or deferred election under the Plan for all or a
                   portion of a Plan Year, and includes: an employee who would
                   be a Plan Participant but for the failure to make required
                   contributions; an Employee whose eligibility to make
                   Elective Contributions has been suspended because of an
                   election (other than certain one-time elections) not to
                   participate, a distribution or a loan; and, an Employee who
                   cannot defer because of the Code section 415 limits on
                   annual additions described in Section 4.07.

                   An Elective Contribution will be taken into account in
                   calculating the Actual Deferral Percentage for a Plan Year
                   only if:

                   (1)  it relates to compensation that either would have been 
                        received by the Employee in the Plan Year (but for the  
                        deferral election) or is attributable to services
                        performed by the Employee in the Plan Year and would
                        have been received by the Employee within 2 1/2 months
                        after the close of the Plan Year (but for the deferral
                        election); and

                   (2)  it is allocated to the Employee as of a date within 
                        that Plan Year. (For this purpose, an Elective 
                        Contribution is considered allocated as of a date
                        within a Plan Year if the allocation is not contingent
                        on participation or performance of services after such
                        date and the Elective Contribution is actually paid to
                        the trust no later than twelve (12) months after the
                        Plan Year to which the contribution relates).

                   The Employer may elect to take into account in computing the 
                   Actual Deferral Percentage for all Employees Qualified
                   Matching Contributions (other than Matching Contributions
                   which have been allocated to an ESOP account) and Qualified
                   Nonelective Contributions, if the requirements of section
                   1.401(k)-1(b)(5) of the Treasury Regulations under the Code
                   are satisfied.

                   If Elective Deferrals are taken into account for purposes of 
                   the Contribution Percentage Test of subsection (d) of this
                   Section 15.01 for any Plan Year, such contributions shall
                   not be taken into account under subparagraph (A) of this
                   definition of Actual Deferral Percentage for such year. 




                                      3.

<PAGE>   4

                   In the case of a Highly Compensated Employee who is either   
                   a 5% owner or one of the ten most highly compensated
                   employees and is thereby subject to the family aggregation
                   rules of section 414(q)(6), the ADR for the family group
                   (which is treated as one Highly Compensated Employee) is the
                   ADR determined by combining the Elective Deferrals,
                   Earnings, and amounts treated as Elective Deferrals of all
                   eligible family members. Except to the extent taken into
                   account in the preceding sentence, the Elective Deferrals,
                   Earnings, and amounts treated as Elective Deferrals of all
                   family members are disregarded in determining the Actual
                   Deferral Percentages for the groups of Highly Compensated
                   Employees and nonHighly Compensated Employees.

              (ii) "Contribution Percentage", for one of the groups specified in
                   subsection (a)(i) above for a Plan Year, shall be the        
                   average of the ratios ("Actual Contribution Ratios" or
                   "ACRs"), calculated separately for each Employee in each
                   respective group, of:

                   (A)  the sum of the Matching Contributions and Employee
                        Contributions paid under the Plan on behalf of such 
                        Employee for such Plan Year, to

                   (B)  Employee's compensation (within the meaning of Code 
                        section 414(s)) for such Plan Year.

                   As and to the extent permitted under Treasury Regulations,   
                   the Employer may elect to take into account (in computing
                   the Contribution Percentage) Elective Contributions and
                   Qualified Nonelective Contributions under the Plan or any
                   other plan of the Employer if the conditions of section
                   1.401(m)-l(b)(5) of the Treasury Regulations under the Code
                   are satisfied.

                   If Matching Contributions are taken into account for 
                   purposes of the Actual Deferral Percentage Test of
                   subsection (c) of this Section 3.05 for any Plan Year, such
                   contributions shall not be taken into account under
                   subparagraph (A) for such year.

                   In the case of a Highly Compensated Employee ("HCE") who is  
                   either a 5% owner or one of the ten most highly compensated
                   employees and is thereby subject to the family aggregation
                   rules of Code section 414(q)(6), the ACR for the family
                   group consisting of the HCE, the HCE's spouse and lineal
                   ascendants and descendants (and their spouses) (which is
                   treated as one Highly Compensated Employee) is the ACR
                   determined by combining the contributions and compensation
                   of all eligible family members. Except to the extent taken
                   into account in the preceding 



                                      4.
<PAGE>   5

                   sentence, the contributions and compensation of all family   
                   members are disregarded in determining the Contribution
                   Percentages for the groups of Highly Compensated Employees
                   and nonHighly Compensated Employees.

              iii. "Elective Contributions" are Employer Contributions made to 
                   a plan that were subject to a cash or deferred election      
                   under a cash or deferred arrangement (whether or not a
                   qualified cash or deferred arrangement). No amount that has
                   become currently available to an Employee or that is
                   designated or treated, at the time of deferral or
                   contribution, as an after-tax Employee Contribution may be
                   treated as an Elective Contribution.

              iv.  "Elective Deferrals" means, with respect to any taxable year,
                   the sum of:
      
                   (A)  any Employer Contribution under a qualified cash or
                        deferred arrangement (as defined in Code section 401(k) 
                        to the extent not includible in a Participant's gross
                        income for the taxable year under Code section 402
                        (e)(3) (determined without regard to the limits in Code
                        section 402(g)), and

                   (B)  any Employer contribution to the extent not includible 
                        in gross income for the taxable year under Code section 
                        402(h)(1)(B) (determined without regard to the limits
                        in Code section 402(g)), and

                   (C)  Any Employer contribution to purchase an annuity 
                        contract under section 403(b) under a salary reduction  
                        agreement (within the meaning of Code section
                        3121(a)(5)(D)); unless such contribution is made
                        pursuant to a one-time irrevocable election made by the
                        employee at the time of initial eligibility to
                        participate in the agreement or is made pursuant to a
                        similar arrangement involving a one-time irrevocable
                        election specified in the Treasury Regulations under
                        the Code, and

                   (D)  any employee contribution designated as deductible 
                        under a trust described in Code section 501(c)(18) to   
                        the extent deductible from the individual's income for
                        the taxable year on account of Code section 501(c)(18)
                        (determined without regard to the limits in Code
                        section 402(g)).

              v.   "Employee Contributions" means any mandatory or voluntary 
                   contribution to the Plan that is treated at the time of
                   contribution as an after-tax employee contribution and is
                   allocated to a separate account to which attributable
                   earnings and losses are allocated.



                                      5.
<PAGE>   6

              vi.  "Excess Aggregate Contributions" means, with respect to any 
                   plan year, the excess of:

                   (A)  The aggregate amount of the Matching Contributions and
                        Employee Contributions (and including any Qualified     
                        Nonelective Contribution or Elective Deferral taken
                        into account in computing the Contribution Percentage,
                        but excluding Qualified Matching Contributions treated
                        as Elective Contributions under subsection (a)(i) of
                        this section 3.05) actually made on behalf of Highly
                        Compensated Employees for such Plan Year, over

                   (B)  the maximum amount of such contributions permitted 
                        under the limitations of subsection (d) of this Section 
                        3.05 (determined by reducing contributions made on
                        behalf of Highly Compensated Employees in order of
                        their Actual Contribution Ratios beginning with the
                        highest of such ratios).

                   The amount of Excess Aggregate Contributions for a Plan Year 
                   shall be determined only after first determining the Excess
                   Contributions that are treated as Employee Contributions due
                   to Recharacterization under subsection (e)(ii) of this
                   Section 3.05.

                   The amount of Excess Aggregate Contributions for a Highly    
                   Compensated Employee under a plan subject to the
                   requirements of section 401(m) will be determined in the
                   following manner. First, the Actual Contribution Ratio (ACR)
                   of the Highly Compensated Employee with the highest ACR is
                   reduced to the extent necessary to satisfy the Contribution
                   Percentage Test or cause such ratio to equal the ACR of the
                   Highly Compensated Employee with the next highest ratio.
                   Second, this process is repeated until the Contribution
                   Percentage Test is satisfied. The amount of Excess Aggregate
                   Contributions for a Highly Compensated Employee is then
                   equal to the total of Employee, Matching and other
                   contributions taken into account for the Contribution
                   Percentage Test minus the product of the employee's
                   contribution ratio as determined above and the Employee's
                   compensation.

                   In the case of a Highly Compensated Employee whose Actual    
                   Contribution Ratio (ACR) is determined under the family
                   aggregation rules, the determination of the amount of Excess
                   Aggregate Contributions shall be made as follows: the ACR is
                   reduced in accordance with the "leveling" method described
                   in the preceding paragraph and the Excess Aggregate
                   Contributions are allocated to the Highly Compensated
                   Employee to whom the contributions of each family member
                   have been attributed.



                                      6.
<PAGE>   7

              vii.   "Excess Contributions" means, with respect to any Plan
                     Year, the excess of:

                     (A)  the aggregate amount of Elective Contributions, 
                          (including Qualified Nonelective Contributions and    
                          Qualified Matching Contributions that are treated as
                          Elective Contributions,) actually paid over to the
                          Trust Fund on behalf of Highly Compensated Employees
                          for such Plan Year, over

                     (B)  the maximum amount of such contributions permitted 
                          under the limitations of subsection (c) of this
                          Section 3.05 (determined by reducing contributions
                          made on behalf of Highly Compensated Employees in
                          order of the Actual Deferral Ratios beginning with
                          the highest of such ratios).

                     The amount of Excess Contributions for a Highly 
                     Compensated Employee will be determined in the following
                     manner. First, the ADR of the Highly Compensated Employee
                     with the highest ADR is reduced to the extent necessary to
                     satisfy the Actual Deferral Percentage Test or cause such
                     ratio to equal the ADR of the Highly Compensated Employee
                     with the next highest ratio. Second, this process is
                     repeated until the Actual Deferral Percentage Test is
                     satisfied. The amount of Excess Contributions for a Highly
                     Compensated Employee is then equal to the total of
                     Elective and other contributions taken into account for
                     the Actual Deferral Percentage Test minus the product of
                     the Employee's reduced deferral ratio as determined above
                     and the Employee's compensation.

                     In the case of a Highly Compensated Employee whose ADR
                     is determined under the family aggregation rules, the
                     determination of the amount of Excess Contributions shall
                     be made as follows: The ADR is reduced in accordance with
                     the method described in the preceding paragraph and the
                     Excess Contributions are allocated to the Highly
                     Compensated Employee to whom contributions of each family
                     member have been attributed.

              viii.  "Excess Deferral" means the Elective Deferrals of any 
                     individual for any taxable year to the extent the amount   
                     of such deferrals for the taxable year exceeds the limit
                     in subsection (b) of this Section 3.05, but excluding
                     amounts described in section 1105(c)(5) of the Tax Reform
                     Act of 1986.

              ix.    "Highly Compensated Employee" means an employee who 
                     performs service during the Determination Year and is 
                     described in one or more of the following groups: 



                                      7.

<PAGE>   8

               (A)   An employee who is a 5% owner, as defined in Code section 
                     416(i)(1)(A)(iii), at any time during the determination 
                     year or the look-back year.

               (B)   An employee who receives compensation in excess of $75,000
                     (indexed in accordance with Code section 415(d)) during
                     the look-back year.

               (C)   An employee who receives compensation in excess of $50,000
                     (indexed in accordance with Code section 415(d)) during
                     the lookback year and is a member of the top-paid group
                     for the look-back year.

               (D)   An employee who is an officer, within the meaning of Code 
                     section 416(i), during the look-back year and who 
                     receives compensation in the look-back year greater than
                     50% of the dollar limitation in effect under Code section
                     415(b)(1)(A) for the calendar year in which the look-back
                     year begins.

               (E)   An employee who is both described in paragraph (B), (C), 
                     or (D) above when such paragraph is modified to 
                     substitute the "determination year" for the term
                     "look-back year" and one of the 100 employees who receive
                     the most compensation from the Employer during the
                     determination year.

               For purposes of this definition of Highly Compensated Employee:

               (a)   The "Determination Year" is the plan year for which the
                     determination of who is highly compensated is being made.

               (b)   The look-back year is the 12 month period immediately
                     preceding the determination year, or if the Employer 
                     elects, the calendar year ending with or within the 
                     determination year.

               (c)   The top-paid group consists of the top 20% of employees
                     ranked on the basis of compensation received during the
                     year. For purposes of determining the number of employees
                     in the top-paid group, employees described in Code section
                     414(q)(8) and Q & A 9(b) of section 1.414(q)-lt of the
                     Treasury regulations are excluded.

               (d)   The number of officers is limited to 50 (or, if lesser, 
                     the greater of 3 employees or 10% of employees) excluding  
                     those employees who may be excluded in determining the
                     top-paid group. 


                                      8.
<PAGE>   9


              (e) When no officer has compensation in excess of 50% of the Code
                  section 415(b)(1)(A) limit, the highest paid officer is 
                  treated as highly compensated.
                         
              (f) Compensation is compensation within the meaning of Code 
                  section 415(c)(3), including Elective or salary
                  reduction contributions to a cafeteria plan, cash 
                  or deferred arrangement or tax-sheltered  annuity.
                        
              (g) Employers aggregated under Code sections 414(b),
                  (c), (m), or (o) are treated as a single employer.

                  For purposes of the requirements of Code Sections 401(k)
                  and 401(m), a Highly Compensated Employee who is either 
                  a 5% owner or one of the ten most highly compensated
                  employees is subject to the family aggregation
                  rules of Code section 414(q)(6).  

                  If any individual is a member of the family of a 5-percent 
                  owner or of a Highly Compensated Employee in the group 
                  consisting of the 10 highly compensated employees paid the 
                  greatest compensation  during the year, then:

                  (1) such individual shall not be considered a separate 
                      employee, and
 
                  (2) any compensation paid to such individual (and any 
                      applicable contribution or benefit on behalf of such
                      individual) shall be treated as if it were paid 
                      to (or on behalf of) the 5-percent owner or Highly
                      Compensated Employee. 
   
              For purposes of this section, the term "family" means, with
              respect to any employee, such employees spouse and lineal
              ascendants or descendants and the spouses of any lineal ascendant 
              or descendants.
 
          x.          "Matching Contributions" means:
                
                  (A) any Employer contribution (including a contribution
                      made at the Employer's discretion) made to the 
                      Plan on behalf of an Employee on account of the 
                      Employee Contribution made by such Employee,
                          
                  (B)  any Employer contribution (including a contribution
                       made at the Employer's discretion) made to the Plan 
                       on behalf of an Employee on account of the 
                       Employee's Elective Contribution, and
                          

                                      9.



<PAGE>   10



                  (C)  Any Forfeiture allocated on the basis of Employee 
                       Contributions, Matching Contributions or Elective 
                       Contributions.

          xi.   "Nonelective Contributions" means Employer Contributions 
                (other than Matching Contributions) with respect 
                to which the Employee may not elect to have the 
                contributions paid to the employee in cash or other benefits
                instead of being contributed to the Plan.
     
          xii.  "Qualified Matching Contributions" means Matching Contributions
                which satisfy the requirements of (B) of the definition of
                Qualified Nonelective Contributions.
      
          xiii. "Qualified Nonelective Contributions" means any Employer
                contribution (other than a Matching Contribution or Elective
                Contribution) with respect to which:
        
               (A)  the Employee may not elect to receive the contribution paid 
                    to the Employee in cash instead of being contributed to 
                    the Plan, and

               (B)  only if such contributions are nonforfeitable when made 
                    and distributable only under the following circumstances:
             
                    1. The Employee's retirement, death disability or
                       separation from service;

                    2. The termination of the Plan without establishment or
                       maintenance of another defined contribution plan
                       (other than an ESOP or SEP);
                  
                    3. The Employee's attainment of age 59 1/2 or the
                       Employee's  hardship;
                 
                    4. The sale or other disposition by the Employer to an 
                       unrelated corporation of substantially all of the
                       assets used in the trade or business to which the Plan
                       relates, but only with respect to Employees who continue 
                       employment with the acquiring corporation which 
                       does not maintain the Plan after the disposition; and,
                   
                    5. The sale or other disposition by the Employer of its
                       interest in a subsidiary to an unrelated entity, 
                       but only with respect to Employees who continue 
                       employment with the subsidiary, the acquiring 
                       entity of which does not maintain

                  
                                     10.


<PAGE>   11


                       the plan after the disposition. Paragraphs 2, 4, and 5, 
                       above, apply only if Employer, as the transferor 
                       corporation, continues to maintain the Plan. 
                       Nonelective Contributions which may be treated as
                       Matching Contributions must satisfy these requirements 
                       without regard to whether they are actually taken into 
                       account as Matching Contributions. "

                      
     8.  Section 15.03 of the Plan is hereby amended as follows:

     (a) a parenthetical is added to the title of Section 15.03 so that it 
         reads as follows: "COMPUTATION OF ACTUAL DEFERRAL PERCENTAGE 
         ("Actual Deferral Percentage Test")"
    
     (b) the text of subsection 15.03(b) is replaced with the following:
         "For purposes of applying the provisions of this subsection,
         all Elective Contributions that are made under two or more 
         plans that are aggregated for purposes of Code section 401(a)(4) 
         or 410(b) (other than Code section 410(b)(2)(A)(ii)) are to be 
         treated as made under a single plan. If two or more
         plans are permissively aggregated for purposes of Code
         section 401(k), the aggregated plans must also satisfy Code sections 
         401(a)(4) and 410(b) as though they were a single plan."


     9.  Section 15.04 of the Plan is hereby amended as follows:

     (a) a parenthetical is added to the title of Section 15.04 so that it 
         reads as follows:
         "LIMITATION ON CONTRIBUTION PERCENTAGE ("Contribution Percentage
         Test")"
         
     (b) the following clause is added to the end of subsection 15.04(d):
         "if the conditions described in Section 1.401(m)-1(b)(5) of
         the Treasury Regulations are satisfied"
    
     10. Section 15.05 of the Plan is hereby amended as follows:

     (a) The existing text of Section 15.05 prior to this Amendment is labelled 
         as "(a)", a subsection of Section 15.05;

     
                                     11.


<PAGE>   12


     (b) A parenthetical is added at the end of subparagraph (ii) of the text 
         of Section 15.05 existing prior to this Amendment (in order to 
         define the term "Recharacterized" as descriptive of the contents 
         of that subparagraph (ii)) which reads as follows: "("Recharacterized" 
         as a Non-Tax-Deferred Employee Contribution)"
     
     (c) Subsections (b), (c), (d), (e), (f) and (g) are added to Section 15.05 
         (after the text of Section 15.05 (after the text of Section 15.05 as 
         amended in (a) and (b) of this Amendment #10), which new subsections 
         read as follows:
         "(b) the amount of Excess Contributions to be distributed or
              Recharacterized shall be reduced by Excess Deferrals previously 
              distributed  for the taxable year ending in the same 
              Plan Year and Excess Deferrals to be distributed for a taxable 
              year will be reduced by Excess Contributions previously
              distributed or Recharacterized for the Plan Year beginning in 
              such taxable year.
     
          (c) The distribution (or forfeiture, if applicable) of Excess 
              Aggregate Contributions shall be made on the basis of the
              respective portions of such amounts attributable to each Highly 
              Compensated Employee.
           
          (d) The distribution of Excess Contributions and/or Excess Aggregate 
              Contributions will include the income allocable thereto. The
              income allocable to Excess Contributions and/or Excess Aggregate
              Contributions includes income for the Plan Year for which the
              Excess Contributions and/or Excess Aggregate Contributions were
              made. Income allocable to an Employee's Excess Contributions
              shall be determined by multiplying the income for the Plan Year
              allocable to Elective Contributions and amounts treated as
              Elective Contributions (for purposes of this paragraph only, the
              "Effective Elective Contributions") by a fraction, the numerator
              of which is the Employee's Excess Contributions for the Plan Year
              and the denominator of which is the sum of (i) the Employee's
              total account balance attributable to Effective Elective
              Contributions as of the beginning of the Plan Year; plus (ii) the
              Employee's Effective Elective Contributions for the Plan Year.
              Income allocable to an Employee's Excess Aggregate Contributions
              shall be determined by multiplying the income for the Plan Year
              allocable to Matching Contributions and Employee Contributions
              and any Qualified Nonelective Contributions or Elective Deferral
              taken into account in computing the Contribution Percentage, but
              excluding Qualified Matching Contributions treated as Elective
              Contributions (together, for purposes of this paragraph only, the
              "Effective Matching/Employee Contributions") by a fraction the,
              numerator of which is the Employee's Excess Aggregate
              Contributions for the Plan Year and the denominator of which is
              the sum of (i) the Employee's total account balance attributable
              to Effective Matching/Employee Contributions as of the
              beginning of the Plan     

                                     12.
                                      



<PAGE>   13

                  Year; plus (ii) the Employee's Effective Matching/Employee
                  Contributions for the Plan Year.

                  (e) If Excess Contributions distributed or recharacterized 
                      under this paragraph (e) are contributions in respect of 
                      which Matching Contributions have been made by the 
                      Employer, such Matching Contributions and income
                      allocable thereto shall be forfeited and applied to 
                      reduce Employer contributions in the Plan Years following 
                      the Plan Year in which such forfeited Matching
                      Contributions were made.
       
                  (f) Excess Contributions must be corrected by the close of 
                      the Plan Year following the Plan Year for which they were
                      made.
        
                  (g) Recharacterized Excess Contributions will remain subject
                      to the nonforfeitability requirements and distribution 
                      limitations that apply to elective contributions."


        11. Section 15.06 is hereby added to the Plan and shall read as
            follows:
            "15.06        CORRECTION OF MULTIPLE USE OF ALTERNATIVE
                          LIMITATION (MULTIPLE USE OF THE "TWO PERCENTAGE
                          POINTS" LIMITATION): In addition to the limitations
                          described in Sections 15.02, 15.03 and 15.04 above, 
                          if the Actual Deferral Percentage for Highly 
                          Compensated Employees exceeds 15.02(i), the 
                          Contribution Percentage for Highly Compensated
                          Employees exceeds 15.03(i) and the sum of those two 
                          percentages exceeds the limit described in section 
                          1.401(m)-2(b)(3) of the Regulations, the Employer 
                          will reduce the actual deferral percentage of the 
                          Highly Compensated Employees in the manner 
                          described in Treasury Regulation Section 
                          1.401(k)-1(f)(2) as provided in Treasury Regulation 
                          Section 1.401 (m)-2(c)(3). "

        12. In all other respects, the Plan is hereby ratified
            and confirmed.



                                     13.

<PAGE>   14

        Dated as of the 24th day of July, 1996, and signed in Greenville, South
Carolina, on the 7th day of October, 1996.


                                BOWATER INCORPORATED,
                                PLAN SPONSOR
                           


                                By: /s/ Richard F. Frisch
                                   ---------------------------------------
                                   Richard F. Frisch, its Vice President,
                                   Human Resources




                                     14.

