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                                                                     EXHIBIT 4.3

                                 AMENDMENT NO. 3
                                     TO THE
                              BOWATER INCORPORATED
                        SALARIED EMPLOYEES' SAVINGS PLAN

         Effective as of the date specified herein, the Bowater Incorporated
Salaried Employees' Savings Plan, as amended and restated effective January 1,
1997 (the "Plan"), is hereby further amended as follows:

1.   Paragraph (a) of Section 15.03 is amended to read as follows:

               "(a)   The Actual Deferral Percentage for all Highly Compensated
         Employees for the Plan Year shall not exceed the greater of:

                      (i)      125% of the Actual Deferral Percentage for all
                               non-Highly Compensated Employees, or

                      (ii)     The lesser of (i) two times the Actual Deferral
                               Percentage for all non-Highly Compensated
                               Employees or (ii) the Actual Deferral Percentage
                               for all non-Highly Compensated Employees plus two
                               percentage points.

     The Actual Deferral Percentage for non-Highly Compensated Employees shall
     be determined on the basis of the preceding Plan Year (except that for Plan
     Years beginning before January 1, 1999, the Actual Deferral Percentage for
     all non-Highly Compensated Employees shall be based on the current Plan
     Year), unless the Company elects to make such determinations on the basis
     of the current Plan Year. Any such election shall be irrevocable with
     respect to all Plan Years, except as otherwise permitted by the Secretary
     of the Treasury by issued determination, ruling or regulation."

2.   Paragraph (a) of Section 15.04 is amended to read as follows:

               "(a)   The Actual Contribution Percentage for all Highly
         Compensated Employees for the Plan Year shall not exceed the greater
     of:

                      (1)      125% of the Actual Contribution Percentage for
                               all non-Highly Compensated Employees, or

                      (2)      The lesser of (i) two times the Actual
                               Contribution Percentage for all non-Highly
                               Compensated Employees or (ii) the Actual
                               Contribution Percentage for all non-Highly
                               Compensated Employees plus two percentage points.



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         The Actual Contribution Percentage for non-Highly Compensated Employees
         shall be determined on the basis of the preceding Plan Year (except
         that for Plan Years beginning before January 1, 1999, the Actual
         Contribution Percentage for all non-Highly Compensated Employees shall
         be based on the current Plan Year), unless the Company elects to make
         such determinations on the basis of the current Plan Year. Any such
         election shall be irrevocable with respect to all Plan Years, except as
         otherwise permitted by the Secretary of the Treasury by issued
         determination, ruling or regulation."

                                     * * *

         IN WITNESS WHEREOF, Bowater Incorporated has caused this Amendment No.
3 to the Plan to be executed by its duly designated officers on the 15th day of
October, 1999.


                                        BOWATER INCORPORATED

                                        By: /s/ JAMES T. WRIGHT
                                           -----------------------------------
                                           James T. Wright

                                        Its: Vice President -- Human Resources
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