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                                                                 Exhibit 10.27.2


                             SECOND AMENDMENT TO THE
                 BOWATER INCORPORATED BENEFITS EQUALIZATION PLAN
               AS AMENDED AND RESTATED EFFECTIVE FEBRUARY 26, 1999

         WHEREAS, Bowater Incorporated (the "Company") previously amended and
restated the Bowater Incorporated Benefits Equalization Plan as of February 26,
1999 (the "Plan");

         WHEREAS, Section 9 of the Plan permits the Human Resources and
Compensation Committee of the Board of Directors of the Company (the "HRCC") to
amend the Plan;

         WHEREAS, the HRCC desires to amend the Plan to allow the interest rate
used in the calculation of the lump sum benefit to be set by the HRCC for each
calendar year;

         NOW, THEREFORE, effective September 23, 2003, the Plan shall be amended
as follows:

1.       Section 5(B) shall be amended and restated as follows:

         "(B) LUMP SUM OPTION: During each December beginning with December 2002
         (the "Election Period"), a Participant who is also a participant in the
         Supplemental Benefit Plan for Designated Employees of Bowater
         Incorporated (the "SERP") may elect to receive any retirement benefits
         to which he may be entitled to under Section 4 in a lump sum computed
         using the applicable mortality table defined in Internal Revenue Code
         Section 417(e)(3)(A)(ii)(I) and an interest rate set by the Committee
         for the year in which the distribution occurs ("Lump Sum Election"), if
         he makes a similar election under the SERP. The interest rate shall be
         set by the Committee for each calendar year prior to the commencement
         thereof and set forth in the minutes of the Committee's meeting at
         which the interest rate is set. A lump sum election made pursuant to
         the terms of the SERP shall be considered a Lump Sum Election made
         under the Plan.

         A Lump Sum Election must be made on or before the December 31st that is
         at least one full calendar year before the year of payment. No spousal
         consent to the Lump Sum Election shall be required. A Lump Sum
         Election, once made, cannot be revoked except during an Election
         Period."

         IN WITNESS WHEREOF, the HRCC has caused this Second Amendment to the
Plan to be executed by a duly authorized officer this 19th day of November,
2003.

                                      BOWATER INCORPORATED


                                      By:  /s/ James T. Wright
                                          --------------------------------------
                                               James T. Wright
                                      Title:  Vice President - Human Resources
                                              ----------------------------------


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