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                                                                   EXHIBIT 10.49

                              AMENDED AND RESTATED

                           CHANGE IN CONTROL AGREEMENT

THIS AGREEMENT, made as of the 9th day of June, 2000, by and between Bowater
Incorporated, a Delaware corporation having a mailing address of 55 East
Camperdown Way, P.O. Box 1028, Greenville, South Carolina 29602 (the
"Corporation"), and C. Randolph Ellington of 10 Belfrey Drive, Greer, SC 29650
(the "Executive").

      WHEREAS, the Corporation and the Executive have previously entered into a
Change in Control Agreement for the purpose of reinforcing and encouraging the
continued attention and dedication of members of the Corporation's management,
including the Executive, to their assigned duties in the event of a Change in
Control or potential Change in Control of the Corporation; and

      WHEREAS, the Board of Directors of the Corporation (the "Board") has
determined that certain changes should be made to the Change in Control
Agreement to better achieve its objectives, and the Executive has agreed to such
changes;

      NOW THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the parties hereto agree to amend and restate the
previous Change in Control Agreement as follows:

1.    DEFINITIONS

      The following terms shall have the meanings assigned to them below:

      (a)   "Accrued Compensation" shall mean all amounts earned or accrued
            through the Termination Date but not paid as of the Termination Date
            including (i) the Base Amount, (ii) reimbursement for reasonable and
            necessary expenses incurred by the Executive on behalf of the
            Corporation during the period ending on the Termination Date, (iii)
            vacation pay, and (iv) any bonus award with respect to the
            Corporation's fiscal year ended prior to the Termination Date.

      (b)   "Acquiring Person" shall mean the Beneficial Owner, directly or
            indirectly, of securities representing 20% or more of the combined
            voting power of the Corporation's then outstanding securities, not
            including (except as provided in clause (i) of the next sentence)
            securities of such Beneficial Owner acquired pursuant to an
            agreement allowing the acquisition of up to and including 50% of
            such voting power approved by two-thirds of the members of the Board
            who are Board members before the Person becomes Beneficial Owner,
            directly or indirectly, of securities representing 5% or more of the
            combined voting power of the Corporation's then outstanding
            securities. Notwithstanding the foregoing, (i) securities acquired
            pursuant to an agreement described in the preceding sentence will be
            included in determining whether a Beneficial Owner is an

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            Acquiring Person if, subsequent to the approved acquisition, the
            Beneficial Owner acquires 5% or more of such voting power other than
            pursuant to such an agreement so approved; and (ii) a Person shall
            not be an Acquiring Person if such Person is eligible to and files a
            Schedule 13G under the Exchange Act with respect to such Person's
            status as a Beneficial Owner of all securities of the Corporation of
            which the Person is a Beneficial Owner.

      (c)   "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.

      (d)   "Base Amount" shall mean the greater of (i) the Executive's annual
            base salary at the rate in effect immediately prior to the Change in
            Control and (ii) the Executive's annual base salary at the rate in
            effect on the Termination Date.

      (e)   "Beneficial Owner" of securities shall mean (i) a Person who
            beneficially owns such securities, directly or indirectly, or (ii) a
            Person who has the right to acquire such securities (whether such
            right is exercisable immediately or only with the passage of time)
            pursuant to any agreement, arrangement or understanding (whether or
            not in writing) or upon the exercise of conversion rights, exchange
            rights, warrants, options or otherwise.

      (f)   "Bonus Amount" shall mean an amount equal to the maximum amount the
            Executive could have been paid under the Corporation's annual or
            other short term cash incentive plans in effect immediately prior to
            the Change in Control for the fiscal year in which the Change in
            Control occurred or, if higher, the maximum amount under such plans
            in effect at the Termination Date based on the Executive's then base
            salary and position.

      (g)   "Cause" shall mean and be limited to the Executive's gross
            negligence, willful misconduct or conviction of a felony, which has
            a demonstrable and material adverse effect upon the Corporation;
            provided that if Cause exists by virtue of the Executive's gross
            negligence or willful misconduct that is capable of being cured, the
            Corporation shall give the Executive written notice of the alleged
            negligence or misconduct and if the Executive cures the negligence
            or misconduct within thirty (30) days after receipt of the notice,
            such Cause shall cease to exist and the Corporation shall not
            terminate the Executive's employment therefor. The Executive shall
            be deemed to have been terminated for Cause as of the effective date
            stated in a Notice of Termination delivered by the Corporation to
            the Executive, which shall not be delivered before the end of the
            thirty (30) day period described in the preceding sentence, if
            applicable. The Notice of Termination must be accompanied by a
            certified copy of a resolution duly adopted by the affirmative vote
            of not less than three-quarters (3/4) of the membership of the Board
            after reasonable notice to the Executive and an opportunity for the
            Executive, with the Executive's counsel present, to be heard before
            the Board, finding that, in the good faith opinion of the Board, the

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            Executive was guilty of conduct constituting Cause hereunder and
            setting forth in reasonable detail the facts and circumstances
            claimed to provide the basis for the Executive's termination.

      (h)   "Change in Control" shall be deemed to have occurred upon:

            (i)   the date that any Person is or becomes an Acquiring Person;

            (ii)  the date that the Corporation's stockholders approve a merger,
                  consolidation or reorganization of the Corporation with
                  another corporation or other Person, unless, immediately
                  following such merger, consolidation or reorganization, (A) at
                  least 50% of the combined voting power of the outstanding
                  securities of the resulting entity would be held in the
                  aggregate by the stockholders of the Corporation as of the
                  record date for such approval (provided that securities held
                  by any individual or entity that is an Acquiring Person, or
                  who would be an Acquiring Person if 5% were substituted for
                  20% in the definition of such term, shall not be counted as
                  securities held by the stockholders of the Corporation, but
                  shall be counted as outstanding securities for purposes of
                  this determination), or (B) at least 50% of the board of
                  directors or similar body of the resulting entity are
                  Continuing Directors;

            (iii) the date the Corporation sells or otherwise transfers all or
                  substantially all of the Corporation's assets to another
                  corporation or other Person, unless, immediately following
                  such sale or transfer, (A) at least 50% of the combined voting
                  power of the outstanding securities of the acquiring entity
                  would be held in the aggregate by the stockholders of the
                  Corporation as of the record date for such approval (provided
                  that securities held by any individual or entity that is an
                  Acquiring Person, or who would be an Acquiring Person if 5%
                  were substituted for 20% in the definition of such term, shall
                  not be counted as securities held by the stockholders of the
                  Corporation, but shall be counted as outstanding securities
                  for purposes of this determination), or (B) at least 50% of
                  the board of directors or similar body of the acquiring entity
                  are Continuing Directors; or

            (iv)  the date on which less than 50% of the total membership of the
                  Board consists of Continuing Directors.

      (i)   "Code" shall mean the United States Internal Revenue Code of 1986,
            amended.

      (j)   "Continuing Directors" shall mean any member of the Board who (i)
            was a member of the Board immediately prior to the date of the event
            that would constitute a Change in Control, and any successor of a
            Continuing Director while such successor is a member of the Board,
            (ii) who is not an Acquiring Person or

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            an Affiliate or Associate of an Acquiring Person and (iii) is
            recommended or elected to succeed the Continuing Director by a
            majority of the Continuing Directors.

      (k)   "Corporation" shall mean Bowater Incorporated; provided that, if the
            Executive is employed by a subsidiary of the Corporation,
            "Corporation" shall mean such subsidiary of the Corporation for
            purposes of references to the Executive's compensation and benefits,
            and the plans, programs and arrangements pursuant to which
            compensation and benefits are provided.

      (l)   "Disability" shall mean a physical or mental condition that is
            defined as a disability in the Corporation's long term disability
            insurance plan covering the Executive immediately prior to the
            Change in Control.

      (m)   "Employer Match" shall mean an amount equal to the maximum matching
            contribution the Corporation could have made (regardless of actual
            circumstances) on the Executive's behalf to the Corporation's
            Statutory and non-Statutory defined contribution or savings plans
            for the fiscal year in which the Change in Control occurred, or, if
            higher, the maximum matching contribution the Corporation could have
            made for the fiscal year in which the Executive's employment
            terminated.

      (n)   "Exchange Act" shall mean the United States Securities Exchange Act
            of 1934, as amended.

      (o)   "Good Reason" shall mean:

            (i)   a change in the Executive's status, title, position or
                  responsibilities (including in reporting line relationships)
                  that, in the Executive's reasonable judgment, represents a
                  substantial adverse change from the Executive's status, title,
                  position or responsibilities as in effect at any time within
                  180 days preceding the date of a Change in Control or at any
                  time thereafter; the assignment to the Executive of any duties
                  or responsibilities that, in the Executive's reasonable
                  judgment, are inconsistent with the Executive's status, title,
                  position or responsibilities as in effect at any time within
                  180 days preceding the date of a Change in Control or any time
                  thereafter; or any removal of the Executive from or failure to
                  reappoint or reelect the Executive to any office or position
                  held prior to the Change in Control, except in connection with
                  the termination of the Executive's employment for Disability,
                  Cause, as a result of the Executive's death or by the
                  Executive other than for Good Reason;

            (ii)  the failure by the Corporation to provide the Executive with
                  compensation and benefits, in the aggregate, at least equal
                  (in terms of benefit levels and/or reward opportunities which
                  opportunities will be evaluated in light of the performance
                  requirements therefor) to those provided for under the

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                  employee compensation and benefit plans, programs and
                  practices in which the Executive was participating at any time
                  within one-hundred eighty (180) days preceding the date of a
                  Change in Control or at any time thereafter;

            (iii) the reduction of the Executive's salary as in effect on the
                  date of the Change in Control or any time thereafter;

            (iv)  a failure by the Corporation to obtain from any Successor its
                  assent to this Agreement contemplated by Section 12 hereof; or

            (v)   the relocation of the principal office at which the Executive
                  is to perform services on behalf of the Corporation to a
                  location more than thirty-five (35) miles from its location
                  immediately prior to the Change in Control or a substantial
                  increase in the Executive's business travel obligations
                  subsequent to the Change in Control.

      (p)   "Notice of Termination" shall mean a notice sent by either the
            Executive or the Corporation to the other party terminating the
            Executive's employment as of a certain date and setting forth the
            reasons therefor.

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

      (r)   "Pro Rata Bonus" shall mean an amount equal to the Bonus Amount
            multiplied by a fraction, the numerator of which is the number of
            months and partial months through the Termination Date and the
            denominator of which is twelve (12).

      (s)   "Statutory Plan" shall mean a retirement plan that is intended to be
            qualified (for purposes of United States tax law) or registered (for
            purposes of Canadian tax law), as the case may be.

      (t)   "Successor" shall mean the direct or indirect successor by purchase,
            merger, consolidation or otherwise, to all or substantially all of
            the business and/or assets of the Corporation.

      (u)   "Termination Date" shall mean (i) in the case of the Executive's
            death, the date of death, (ii) in the case of a termination by the
            Executive in accordance with Section 3, the last day of employment
            as set forth in the Notice of Termination given by the Executive,
            (iii) in the case of a termination by the Corporation for Cause, a
            date not less than thirty (30) days after receipt of the Notice of
            Termination by the Executive, (iv) in the case of a termination by
            the Corporation due to the Executive's Disability, the date not less
            than thirty (30) days after receipt of the Notice of Termination by
            the Executive, provided that the Executive shall not have returned
            to the full-time performance of duties within thirty (30) days after
            such receipt, and (v) in all other cases, the date specified in the
            Notice

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            of Termination or if no Notice of Termination is sent, the last day
            of the Executive's employment (an Executive receiving periodic
            severance pay is no longer considered employed for the purposes of
            this Agreement).

2.    TERM OF AGREEMENT

      This Agreement shall commence as of the date hereof and shall continue in
      effect until the date the Executive's employment is terminated (an
      Executive being paid periodic severance benefits is no longer considered
      employed for these purposes); provided, however, that if the Executive's
      employment is terminated following, or in anticipation of, a Change in
      Control, the term shall continue in effect until all payments and benefits
      have been made or provided to the Executive hereunder.

3.    EXECUTIVE'S RIGHT OF TERMINATION

      After a Change in Control and for thirty-six (36) months thereafter, the
      Executive shall have the right to terminate employment for Good Reason by
      sending a Notice of Termination to the Corporation setting forth in
      reasonable detail the facts and circumstances claimed to constitute Good
      Reason. In addition, on the first (1st) anniversary date of the Change in
      Control and for a period of thirty (30) days thereafter, the Executive
      shall have the unconditional right to terminate employment by giving
      written notice to the Corporation within such thirty (30) day period. If
      the Executive's employment is terminated in accordance with the provisions
      of this Section 3, the Executive shall be entitled to the compensation and
      benefits described in Section 4(b) below.

4.    COMPENSATION UPON CHANGE IN CONTROL FOLLOWED BY CERTAIN TERMINATIONS

      If the Executive's employment with the Corporation shall be terminated
      within thirty-six (36) months following a Change in Control, the Executive
      shall be entitled to the following compensation and benefits:

            (a) If the Executive's employment is terminated (i) by the
      Corporation for Cause or Disability, (ii) by reason of the Executive's
      death or (iii) by the Executive other than in accordance with Section 3,
      the Corporation shall pay to the Executive the Accrued Compensation and,
      if such termination is other than by the Corporation for Cause, the Pro
      Rata Bonus, computed as of the applicable Termination Date.

            (b) If the Executive's employment with the Corporation shall be
      terminated (x) by the Corporation for any reason other than for Cause or
      Disability, or (y) by the Executive pursuant to the provisions of Section
      3, the Executive shall be entitled to the following as of the applicable
      Termination Date:

            (i)   the Accrued Compensation and the Pro-Rata Bonus;

            (ii)  an amount equal to three (3) times the Base Amount;

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            (iii) an amount equal to three (3) times the Bonus Amount;

            (iv)  an amount equal to three (3) times the Employer Match;

            (v)   An amount equal to 30% of the Base Amount for certain lost
                  benefits;

            (vi)  An amount equal to the present value of the additional
                  retirement benefits the Executive would have earned under the
                  Corporation's defined benefit retirement plans (Statutory and
                  non-Statutory) for the three (3) years following the
                  Termination Date, computed assuming the following:

                  (A)   the Executive's salary continues at the Base Amount with
                        a bonus or target bonus equal to the Bonus Amount;

                  (B)   the payment of the Executive's retirement benefits
                        commences as of the later of (x) the Executive's age
                        three (3) years after the Termination Date or (y) the
                        earliest retirement age (without regard to service)
                        allowed under the Statutory Plan applicable to the
                        Executive;

                  (C)   all vesting requirements are waived;

                  (D)   mortality and interest rate assumptions applicable to
                        the computation of lump sum values in the applicable
                        Statutory Plan are used; and

                  (E)   the benefits are paid in the form of a single life
                        annuity;

            (vii) As of the Executive's Termination Date, or, if later, when the
                  Executive attains age fifty (50), the Executive (and the
                  Executive's spouse or surviving spouse and dependents) will be
                  provided the retiree health care and life insurance coverage
                  provided by the Corporation to executive retirees as of the
                  date of the Change in Control. If and to the extent that the
                  benefits described in this paragraph cannot be provided under
                  the Corporation's plans or programs without the benefits
                  provided thereunder being taxable to the Executive, the
                  Corporation shall procure an insurance policy or policies on
                  substantially similar terms and conditions for the Executive
                  and the Executive's spouse or surviving spouse and dependents,
                  or if such policy or policies cannot be obtained, shall
                  provide a lump sum payment equal to the value of the lost
                  benefits; and

           (viii) The Corporation shall pay for or provide the Executive
                  either: (i) individual out-placement assistance as offered by
                  a member firm of the Association of Out-Placement Consulting
                  Firms, or (ii) a cash payment of $20,000 in lieu of individual
                  outplacement services, as elected by the Executive at any time
                  within twelve (12) months after the Executive's termination of
                  employment.

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5.    EXCISE TAX GROSS-UP

      If any payment or benefit made available to the Executive in connection
      with a Change in Control (including, without limitation, any payment made
      pursuant to any long-term incentive plans, stock option or equity
      participation right plans) or termination of the Executive's employment
      following a Change in Control (in either category, a "Change in Control
      Payment") is subject to the Excise Tax (as hereinafter defined), the
      Corporation shall pay to the Executive additional amounts (the "Gross Up
      Amounts") such that the total amount of all Change in Control Payments net
      of the Excise Tax shall equal the total amount of all Change in Control
      Payments to which the Executive would have been entitled if the Excise Tax
      had not been imposed. For purposes of this Section 5, the term "Excise
      Tax" shall mean the tax imposed by Section 4999 of the Code and any
      similar tax that may hereafter be imposed.

      The Gross Up Amounts due to the Executive under this Section 5 shall be
      estimated by a nationally recognized firm of certified public accountants
      (other than the firm that audited the financial statements of the
      Corporation for the most recently preceding fiscal year) selected by the
      individual holding the position of Chief Financial Officer immediately
      before the Change in Control or such officer's designee, at any time that
      the Executive is to receive a Change in Control Payment. The Gross Up
      Amounts will be based upon the following assumptions:

            (a) all Change in Control Payments shall be deemed to be "parachute
      payments" within the meaning of Section 280(G)(b)(2) of the Code, and all
      "excess parachute payments" shall be deemed to be subject to the Excise
      Tax except to the extent that, in the opinion of the certified public
      accountants charged with estimating the Gross Up Amounts for the Executive
      under this Section 5, such Change in Control Payments are not subject to
      the Excise Tax; and

            (b) the Executive shall be deemed to pay federal, state and local
      taxes at the highest marginal rate of taxation for the applicable calendar
      year.

      The estimated Gross Up Amount due the Executive with respect to any Change
      in Control Payment pursuant to this Section 5 shall be paid to the
      Executive in a lump sum not later than thirty (30) business days after
      such Change in Control Payment is provided to the Executive. In the event
      that the Gross Up Amount is less than the amount actually due to the
      Executive under this Section 5, the amount of any such shortfall shall be
      paid to the Executive within ten (10) days after the existence of the
      shortfall is discovered. In the event the Gross Up Amount is more than the
      amount actually due the Executive under this Section 5, the Executive
      shall repay the amount of such overpayment to the Corporation within a
      reasonable time after the overpayment is discovered.

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6.    LUMP SUM PENSION OPTION

      If the Executive is entitled to the payments and benefits in Section 4(b),
      then, in accordance with the election requirements described in Section 7,
      the Executive shall be entitled to elect a lump sum payment of the present
      value of any retirement benefits to which the Executive is entitled under
      any of the Corporation's non-Statutory retirement plans computed based
      upon the same assumptions listed in Section 4(b)(vi) above, except
      4(b)(vi)(A). The Corporation's non-Statutory retirement plans are hereby
      deemed amended as necessary to conform to the provisions of this Section
      6. To the extent that a payment on account of the foregoing may not be
      made under a non-Statutory plan, the Corporation shall make such payment
      separately in lieu of payment under such plan.

7.    DEFERRAL OR LUMP SUM ELECTION

      During each December after the date of this Agreement (the "Election
      Period"), the Executive may, in writing, direct the Corporation to pay any
      amounts to which the Executive is entitled under Section 4(b) in equal
      annual installments not to exceed ten (10), with each installment
      including accrued interest at the Federal short-term rate (as set under
      Section 1274(d) of the Code as in effect at the time such installment is
      paid), with the first such installment payable within ten (10) business
      days of the Termination Date and each successive installment payable on
      the anniversary of the Termination Date (the "Deferred Payment Election").
      During the Election Period, the Executive may also elect to be paid the
      amount described in Section 6 in a lump sum (the "Lump Sum Election").
      Neither a Deferred Payment Election nor a Lump Sum Election, once made,
      can be revoked except during an Election Period. Notwithstanding the
      foregoing, however, no Deferred Payment Election or Lump Sum Election can
      be made or revoked by the Executive during an Election Period that occurs
      after a Change in Control or at a time when, in the judgment of the
      Corporation, a Change in Control may occur within sixty (60) days after
      such Election Period.

8.    NO MITIGATION REQUIRED

      The Executive shall not be required to mitigate the amount of any payment
      provided for in this Agreement, nor shall any payment or benefit provided
      for in this Agreement be offset by any compensation earned by the
      Executive as the result of employment by another employer, by retirement
      benefits (provided that the foregoing shall not cause Section 6 to result
      in a duplication of benefits provided under any retirement plan), or be
      offset against any amount claimed to be owed by the Executive to the
      Corporation, or otherwise.

9.    INTEREST

      If any payment to the Executive required by this Agreement is not made
      within the time for such payment specified herein, the Corporation shall
      pay to the Executive interest on such payment at the legal rate payable
      from time to time upon judgments in the State of Delaware from the date
      such payment is payable under the terms hereof until paid.

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10.   NON-COMPETE CANCELLATION

      If the Executive is entitled to the payments and benefits described in
      Section 4(b), then any agreement by the Executive not to compete with the
      Corporation or its Affiliates after the Executive's Termination Date shall
      be null and void and any such agreement shall be deemed to be amended
      accordingly.

11.   EXECUTIVE'S EXPENSES

      The Corporation shall pay or reimburse the Executive for all costs,
      including reasonable attorney's, accountants' and actuary's fees and
      expenses, incurred by the Executive (i) to confirm the Executive's rights
      to and amounts of payments hereunder, (ii) to contest or dispute any
      termination of the Executive's employment following a Change in Control or
      seek to obtain or enforce any right or benefit provided by this Agreement
      in litigation or arbitration, or (iii) in connection with any audit by a
      taxing authority related to any payment or benefit hereunder, or any
      subsequent contest or litigation relating to the tax treatment of such
      payment or benefit. Upon demand therefor, the Corporation shall advance to
      the Executive any amount as to which the Executive reasonably believes he
      or she will be entitled pursuant to this Section 11 for costs that the
      Executive has incurred or will incur during the ninety (90) days following
      such demand.

12.   BINDING AGREEMENT

      This Agreement shall inure to the benefit of and be enforceable by the
      Executive, and the Executive's heirs, executors, administrators,
      successors and assigns. This Agreement shall be binding upon the
      Corporation, its Successors and assigns. The Corporation shall require any
      Successor to assume and agree to perform this Agreement in accordance with
      its terms. The Corporation shall obtain such assumption and agreement
      prior to the effectiveness of any such succession.

13.   NOTICE

      Any notices and all other communications provided for herein shall be in
      writing and shall be delivered personally or sent by facsimile
      transmission (with written confirmation sent at the same time), prepaid
      air courier or prepaid certified or registered mail. Any such notice shall
      be deemed to have been given (a) when received, if delivered in person,
      sent by facsimile transmission, or sent by prepaid air courier, or (b)
      three (3) business days following the mailing thereof, if mailed by
      prepaid certified or registered mail, return receipt requested, addressed
      to the respective addresses set forth on the first page of this Agreement
      or to such other address as either party may have furnished to the other
      in writing in accordance herewith, except that notices of change of
      address shall be effective only upon receipt. All notices to the
      Corporation shall be addressed to the attention of the Board with a copy
      to the General Counsel.

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14.   SOLE SEVERANCE; OTHER BENEFITS

      If the Executive is paid the entitlements due under Section 4(b), such
      payments shall be in lieu of any other severance amounts to which the
      Executive may be entitled under any other severance arrangement, including
      under any employment agreement, severance pay plan, or applicable
      legislation entitling the Executive to severance benefits. However, the
      parties acknowledge that the benefits paid hereunder are only exclusive as
      to other severance payments and that the Executive may be entitled to
      other benefits or payments triggered by a Change in Control under certain
      other of the Corporation's benefit or compensation arrangements,
      including, without limitation, any long term incentive plans, stock option
      plans or equity participation rights plans. This Agreement supercedes any
      Change in Control Agreement previously in effect between the Executive and
      the Corporation.

15.   AMENDMENTS; WAIVERS

      No provision of this Agreement may be modified, waived or discharged
      except in a writing specifically referring to such provision and signed by
      the party against which enforcement of such modification, waiver or
      discharge is sought. No waiver by either party hereto of the breach of any
      condition or provision of this Agreement shall be deemed a waiver of any
      other condition or provision at the same or any other time.

16.   GOVERNING LAW

      The validity, interpretation, construction and performance of this
      Agreement shall be governed by the substantive laws of the State of
      Delaware without regard to the choice of law provisions thereof.

17.   VALIDITY

      The invalidity or unenforceability of any provision of this Agreement
      shall not affect the validity or enforceability of any other provision of
      this Agreement, which shall remain in full force and effect.

18.   ARBITRATION

      If the Executive so elects, any dispute or controversy arising under or in
      connection with this Agreement shall be settled exclusively by arbitration
      in Greenville, South Carolina, or at the Executive's election in the city
      nearest to the Executive's principal residence that has an office of the
      American Arbitration Association, by one arbitrator in accordance with the
      rules of the American Arbitration Association then in effect. Judgment may
      be entered on the arbitrator's award in any court having jurisdiction. The
      Corporation hereby waives its right to contest the personal jurisdiction
      or venue of any court, federal or state, in an action brought to enforce
      this Agreement or any award of an

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      arbitrator hereunder which action is brought in the jurisdiction in which
      such arbitration was conducted, or, if no arbitration was elected, in
      which arbitration could have been conducted pursuant to this Section 18.

19.   COUNTERPARTS

      This Agreement may be executed in one or more counterparts, each of which
      shall be deemed to be an original but all of which together will
      constitute one and the same instrument.

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.

                                    BOWATER INCORPORATED

                                    By /s/ Arnold M. Nemirow
                                       ---------------------
                                    Name: Arnold M. Nemirow
                                    Title: Chairman and Chief Executive Officer

                                       /s/ C. Randolph Ellington
                                    ----------------------------
                                    Name: C. Randolph Ellington

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