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                                                                 Exhibit 10.21.2

                                SECOND AMENDMENT
                                     TO THE
                            SUPPLEMENTAL BENEFIT PLAN
                       FOR DESIGNATED EMPLOYEES OF BOWATER
                      INCORPORATED AND AFFILIATED COMPANIES
                             AS AMENDED AND RESTATED
                           EFFECTIVE FEBRUARY 26, 1999


         WHEREAS, Bowater Incorporated (the "Company") previously amended and
restated the Supplemental Benefit Plan For Designated Employees of Bowater
Incorporated and Affiliated Companies as of February 26, 1999 (the "Plan");

         WHEREAS, Section 7.02 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 (i) provide for a lump
sum distribution option, (ii) change the definition of "Final Average Monthly
Compensation", (iii) clarify the life insurance benefit and (iv) waive the
vesting requirement for a specific Participant.

         NOW, THEREFORE, effective November 6, 2001, the Plan shall be amended
as follows:

1.       Section 3.03 shall be amended by adding the clause "Except as may be
         otherwise elected by the Participant pursuant to Section 3.05," at the
         beginning thereof.

2.       A new Section 3.05 shall be added as follows:

         "3.05 LUMP SUM OPTION: During each December beginning with December
         2001 (the "Election Period"), a Participant may elect to receive any
         benefits to which he may be entitled to under Section 3.01 or 3.02 in a
         lump sum computed using the applicable mortality table defined in
         Internal Revenue Code Section 417(e)(3)(A)(ii)(I) and a 7% interest
         rate ("Lump Sum Election"). 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 and, if a Lump Sum election is made, the requirements of
         Section 2.02 shall not apply. A Lump Sum Election, once made, cannot be
         revoked except during an Election Period."

3.       Section 1.22 is amended and restated in its entirety as follows:

         "1.22 "FINAL AVERAGE MONTHLY COMPENSATION" shall mean the average of
         the Participant's Compensation for the highest three (3)
         non-


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         overlapping twelve (12) consecutive calendar month periods in the last
         sixty (60) months immediately preceding his termination date and
         further divided by thirty-six (36) except that (i) if the Participant
         earns Compensation in fewer than sixty (60) months preceding his
         termination date, his "Final Average Monthly Compensation" shall be
         based on Compensation for the highest three (3) non-overlapping twelve
         (12) consecutive calendar months preceding his termination date, and
         (ii) if the Participant earns Compensation in fewer than thirty-six
         (36) calendar months preceding his termination date, his "Final Average
         Monthly Compensation" shall be the total Compensation for all months
         preceding his termination date divided by the number of complete months
         for which compensation was received.

4.       Section 5.02 is hereby amended and restated in its entirety as follows:

         "5.02 LIFE INSURANCE: If the Employer is providing group life insurance
         on the date of the Participant's Retirement and the Participant is
         entitled to the immediate payment of annuity benefits under his
         Employer's qualified defined benefit pension plan, the Employer shall
         provide life insurance on the Participant's life after Retirement in an
         amount equal to the Participant's base salary as of the date of
         Retirement ("Retirement Coverage") with premiums paid solely by the
         Employer, to the extent of, and in accordance with, the following:

         (a)      Unless the provisions of Section 5.02(b) provide otherwise,
                  effective immediately after midnight of the day prior to the
                  Participant's sixty-sixth (66th) birthday, the Retirement
                  Coverage shall be reduced by twenty percent (20%) of the
                  Retirement Coverage. The coverage shall be further reduced
                  each succeeding year effective immediately after midnight of
                  the day prior to the Participant's birthday by twenty percent
                  (20%) of the Retirement Coverage, provided that the amount of
                  the coverage shall not be reduced below $10,000.

         (b)      If the Participant continues to be an Employee after his
                  Normal Retirement Age, the Retirement Coverage will be reduced
                  by twenty percent (20%) for every year by which the
                  Participant's age at Retirement exceeds sixty-five (65)
                  provided, however, that the amount of coverage shall not be
                  reduced below $10,000. The amount of coverage in effect for
                  the Participant (if in excess of $10,000) shall be further
                  reduced each year effective immediately after midnight of the
                  day prior to the Participant's birthday by twenty percent
                  (20%) of the Retirement Coverage, which reduction shall be
                  repeated until the amount of coverage reaches $10,000, which
                  amount shall then continue unchanged until the Participant's
                  death."


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5.       A new Section 8.14 shall be added as follows:

         "8.14 IMMEDIATE ENTITLEMENT: Subject to all other applicable
         conditions, restrictions and limitations of the Plan, Bruce Nunn shall
         be entitled to the benefits provided under Articles 3,4 and 5 without
         regard to when, or if, he is entitled to the immediate payment of
         annuity benefits under his Employer's qualified defined benefit pension
         plan."

         IN WITNESS WHEREOF, the HRCC has caused this Second Amendment to the
Plan to be executed by a duly authorized officer this 12th day of December,
2001.

                                      BOWATER INCORPORATED


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