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                                                                Exhibit 4.1
                               AMENDMENT NO. 1
                TO THE BOWATER INCORPORATED CAROLINA DIVISION
                        HOURLY EMPLOYEES' SAVINGS PLAN

     The Bowater Incorporated Carolina Division Hourly Employees' Savings Plan,
As Amended and Restated Effective January 1, 1989 (the "Plan") is hereby
amended, effective January 1, 1996, by adding a new Article 15 which shall read
as follows:

      ARTICLE 15:   CHANGE IN CONTROL PROVISIONS

           15.01 In the event of a Change in Control, as hereinafter defined,
      the provisions of this Article 15 shall supersede any conflicting
      provisions in the Plan.

           15.02 Anything in this Plan to the contrary notwithstanding, upon
      and following a Change in Control the Initial Company Contribution
      Account and the Matching Company Contribution Account of Participants in
      the Plan who are Employees of the Employer as of the date of Change in
      Control shall be 100% vested.

           15.03 The following definitions apply for purposes of this Article
      15:

           (a)   "Acquiring Person" shall mean any Person who is or becomes a 
                 "beneficial owner" (as defined in Rule 13d-3 of the    
                 Securities Exchange Act of 1934, as amended (the "Exchange
                 Act")) of securities of the 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.

            (b)  "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.

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

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

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


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                 (iii) the shareholders 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.

            (d)  "Continuing Directors" shall mean any member of the Board who 
                 was a member of the Board prior to the date hereof, and any    
                 successor of a Continuing Director while such successor is a
                 member of the 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.

            (e)  "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.

           15.04 This Article 15 of the Plan shall not be amended upon or
      following a Change in Control in any manner that might have the effect of
      reducing the Participants' Accounts under the Plan.  Nothing in this
      Section 15.04 shall be construed to prohibit, prior to a Change in
      Control, any amendment to the Plan, including this Article 15, 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 26th day of April, 
      1996.

                                             BOWATER INCORPORATED


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













                                                


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