Exhibit 10.2
                           CHANGE IN CONTROL AGREEMENT



         THIS AGREEMENT, made as of the 21st day of May, 1997, by and between
Bowater Incorporated, a Delaware corporation having a mailing address of 55 East
Camperdown Way, Greenville, South Carolina 29602 (the "Corporation"), and Wendy
C. Shiba of 65 Latour Way, Greer, South Carolina 29650 (the "Executive").
         WHEREAS, the Corporation considers it essential to the best interests
of its stockholders to foster the continued employment of key management
personnel; and
         WHEREAS, the uncertainty attendant to a change in control of the
Corporation may result in the departure or distraction of management personnel
to the detriment of the Corporation and its stockholders; and
         WHEREAS, the Board of Directors of the Corporation (the "Board") has
determined that appropriate steps should be taken to reinforce and encourage the
continued attention and dedication of members of the Corporation's management,
including Executive, to their assigned duties in the event of a change in
control of the Corporation.
         NOW THEREFORE, it is hereby agreed as follows:

1.       DEFINITIONS

         The following terms when used herein shall have the meanings assigned
         to them below. Whenever applicable throughout this Agreement, the
         masculine pronoun shall include the feminine pronoun and the singular
         shall include the plural.

         (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 Corporation representing twenty percent
                  (20%) or more of the combined voting power of the
                  Corporation's then outstanding voting securities, unless such
                  Person has filed Schedule 13G and all required amendments

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                  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)      "Cause" shall mean and be limited to the Executive's gross
                  negligence, willful misconduct or conviction of a felony,
                  which negligence, misconduct or conviction has a demonstrable
                  and material adverse effect upon the Corporation, provided
                  that, to the extent that the Corporation contends that Cause
                  exists by virtue of Executive's gross negligence or willful
                  misconduct, and such gross negligence or willful misconduct is
                  capable of being cured, the Corporation shall have given the
                  Executive written notice of the alleged negligence or
                  misconduct and the Executive shall have failed to cure such
                  negligence or misconduct within thirty (30) days after his
                  receipt of such notice. The Executive shall be deemed to have
                  been terminated for Cause effective upon the effective date
                  stated in a written notice of such termination delivered by
                  the Corporation to the Executive (which notice shall not be
                  delivered before the end of the thirty (30) day period
                  described in the preceding sentence, if applicable) and
                  accompanied by a resolution duly adopted by the affirmative
                  vote of not less than three-quarters (3/4) of the entire
                  membership of the Board at a meeting of the Board (after
                  reasonable notice to the Executive and an opportunity for the
                  Executive, with his counsel present, to be heard before the
                  Board) finding that, in the good faith opinion of the Board,
                  the 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, provided that the effective date shall not be
                  less than thirty (30) days from the date such notice is given.

         (d)      "Change in Control" of the Corporation 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

                  (iii)  the stockholders of the Corporation shall approve a
                         merger or consolidation of the Corporation or a plan of
                         complete liquidation of the Corporation or an agreement
                         for the sale or disposition by the Corporation of all
                         or substantially all of the Corporation's assets

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         (e)      "Commencement Date" shall mean the date of this Agreement,
                  which shall be the beginning date of the term of this
                  Agreement.

         (f)      "Continuing Directors" shall mean any member of the Board who
                  was a member of the Board immediately 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.

         (g)      "Disability" shall mean the Executive's total and permanent
                  disability as defined in the Corporation's long term
                  disability insurance policy covering the Executive immediately
                  prior to the Change in Control.

         (h)      "Good Reason" shall mean:

                  (i)    an adverse change in the Executive's status, duties or
                         responsibilities as an executive of the Corporation as
                         in effect immediately prior to the Change in Control,
                         provided that the Executive shall have given the
                         Corporation written notice of the alleged adverse
                         change and the Corporation shall have failed to cure
                         such change within thirty (30) days after its receipt
                         of such notice;

                  (ii)   failure of the Corporation to pay or provide the
                         Executive in a timely fashion the salary or benefits to
                         which he is entitled under any Employment Agreement
                         between the Corporation and the Executive in effect on
                         the date of the Change in Control, or under any benefit
                         plans or policies in which the Executive was
                         participating at the time of the Change in Control
                         (including, without limitation, any incentive, bonus,
                         stock option, restricted stock, health, accident,
                         disability, life insurance, thrift, vacation pay,
                         deferred compensation and retirement plans or
                         policies);

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

                  (iv)   the taking of any action by the Corporation (including
                         the elimination of a plan without providing substitutes
                         therefor, the reduction of the Executive's awards
                         thereunder or failure to continue the Executive's
                         participation therein) that would substantially
                         diminish the aggregate projected value of the
                         Executive's awards or benefits under the Corporation's
                         benefit

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                         plans or policies described in Section 1(h)(ii)
                         in which the Executive was participating at the time of
                         the Change in Control;

                  (v)    a failure by the Corporation to obtain from any
                         successor the assent to this Agreement contemplated by
                         Section 5 hereof; or

                  (vi)   the relocation of the principal office at which the
                         Executive is to perform his 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.

                  Any circumstance described in this Section 1(h) shall
                  constitute Good Reason even if such circumstance would not
                  constitute a breach by the Corporation of the terms of the
                  Employment Agreement between the Corporation and the Executive
                  in effect on the date of the Change in Control. The Executive
                  shall be deemed to have terminated his employment for Good
                  Reason effective upon the effective date stated in a written
                  notice of such termination given by him to the Corporation
                  (which notice shall not be given, in circumstances described
                  in Section 1(h)(i), before the end of the thirty (30) day
                  period described therein) setting forth in reasonable detail
                  the facts and circumstances claimed to provide the basis for
                  termination, provided that the effective date may not precede,
                  nor be more than sixty (60) days from, the date such notice is
                  given. The Executive's continued employment shall not
                  constitute consent to, or a waiver of rights with respect to,
                  any circumstances constituting Good Reason hereunder.

          (i)     "Normal Retirement Date" shall have the meaning given to such
                  term in the Corporation's basic qualified pension plan in
                  which the Executive is a participant as in effect on the date
                  hereof or any successor or substitute plan adopted prior to a
                  Change in Control.

         (j)      "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.


 2.      TERM OF AGREEMENT

         (a)      The term of this Agreement shall initially be for the period
                  beginning on the Commencement Date and ending on the day
                  before the third anniversary of the Commencement Date. The
                  term of this Agreement shall automatically be extended on the
                  first anniversary of the Commencement Date until the day
                  before the fourth anniversary of the Commencement Date without
                  further action by the parties, and shall be automatically
                  extended by an additional year on each 

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                  succeeding anniversary of the Commencement Date, unless either
                  the Corporation or the Executive shall have served notice upon
                  the other party prior to such anniversary of its or his
                  intention either that the term of this Agreement shall not be
                  extended, or that the Executive's Employment Agreement is
                  terminated, provided, however, that if a Change in Control of
                  the Corporation shall occur during the term of this Agreement,
                  this Agreement shall continue in effect until it expires in
                  accordance with the foregoing, but in any event for a period
                  of not less than three (3) years from the date of the Change
                  in Control.

        (b)       Notwithstanding Section 2(a), the term of this Agreement shall
                  end upon the termination of the Executive's employment if,
                  prior to a Change in Control of the Corporation, the
                  Executive's employment with the Corporation shall have
                  terminated under the provisions of any Employment Agreement
                  between the Corporation and the Executive then in effect.

3.       COMPENSATION UPON CHANGE IN CONTROL FOLLOWED BY A TERMINATION

         If a Change in Control of the Corporation shall have occurred and,
         thereafter and during the term of this Agreement, the Executive's
         employment by the Corporation is terminated for any reason other than
         his death, his Disability, his retirement on his Normal Retirement
         Date, by the Corporation for Cause, or by the Executive without Good
         Reason, the Executive shall be under no further obligation to perform
         services for the Corporation and shall be entitled to receive the
         following payments:

         (a)      The Corporation shall pay to the Executive his full base
                  salary through the effective date of the termination within
                  five (5) business days thereafter and all benefits and awards
                  (including both the cash and stock components) to which the
                  Executive is entitled under any benefit plans or policies in
                  which the Executive was a participant prior to the Change in
                  Control (or, if more favorable, at the effective date of
                  termination), at the time such payments are due pursuant to
                  the terms of such benefit plans or policies as in effect
                  immediately prior to the Change in Control (or, if more
                  favorable, at the effective date of termination).

         (b)      At the election of the Executive, in addition to the
                  entitlements set forth in Section 3(a) but in lieu of any
                  payment to the Executive of any salary or severance payments
                  or benefits to which the Executive would be entitled under the
                  provisions of any Employment Agreement between the Corporation
                  and the Executive then in effect (if any), the Corporation
                  shall pay to the Executive, in a lump sum not later than ten
                  (10) business days following the effective date of the
                  termination:

                  (i)    an amount equal to three (3) times the Executive's
                         annual base salary on the effective date of the
                         termination or, if higher, immediately prior to the
                         Change in Control;


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                  (ii)   an amount equal to three (3) times the greater of (x)
                         the highest amount of the actual bonus awarded to the
                         Executive in the five (5) fiscal years immediately
                         preceding the year in which the Change in Control
                         occurred and (y) an amount equal to the amount the
                         Executive would have been awarded under the
                         Corporation's bonus plan in effect immediately prior to
                         the Change in Control for the fiscal year in which the
                         Change in Control occurred had the Executive continued
                         to render services to the Corporation at the same level
                         of performance, at the same level of salary, and in the
                         same position as immediately prior to the Change in
                         Control;

                  (iii)  an amount equal to three (3) times the greater of (x)
                         the largest annual contribution made by the Corporation
                         to the Corporation's Savings Plan on the Executive's
                         behalf during the five (5) fiscal years immediately
                         preceding the year in which the Change in Control
                         occurred and (y) an amount equal to the contribution
                         the Corporation would have made to said Plan on the
                         Executive's behalf for the fiscal year in which the
                         Change in Control occurred had he participated in said
                         Plan for the entire fiscal year, received a base salary
                         equal to the salary he was receiving immediately prior
                         to the Change in Control and had he elected to
                         contribute to the Plan the same percentage of his base
                         salary as he was contributing on said date;

                  (iv)   an amount equal to thirty percent (30%) of the
                         Executive's annual base salary on the effective date of
                         the termination or, if higher, immediately prior to the
                         Change in Control (as compensation for medical, life
                         insurance and other benefits lost as a result of
                         termination of the Executive's employment); and

                  (v)    For each full or partial month in the period beginning
                         on January 1st of the year in which the date of the
                         termination occurs and ending on the date of the
                         termination, one-twelfth of the greater of (x) the
                         highest amount of the actual bonus awarded to the
                         Executive in the five (5) fiscal years immediately
                         preceding the year in which the Change in Control
                         occurred and (y) an amount equal to the amount the
                         Executive would have been awarded under the
                         Corporation's bonus plan in effect immediately prior to
                         the Change in Control for the fiscal year in which the
                         Change in Control occurred had the Executive continued
                         to render services to the Corporation at the same level
                         of performance, at the same level of salary, and in the
                         same position as immediately prior to the Change in
                         Control.

                  (vi)   If a payment may be increased by reference to an
                         alternate calculation which cannot be made by the time
                         the payment is due, payment of the 

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                         lesser, known amount shall be made when due, and if any
                         additional amount becomes due, such additional amount
                         shall be paid within ten (10) days after the
                         information upon which calculation of such payment is
                         dependent first becomes available.

                  The amount of all payments due to the Executive pursuant to
                  this Section 3(b) shall be reduced by 1/36 for each full
                  calendar month by which the date which is three (3) years from
                  the effective date of the Executive's termination extends
                  beyond the Executive's Normal Retirement Date.

                  Upon entering into this Agreement and for a period of fourteen
                  (14) days following each anniversary of the date hereof (the
                  "Election Period"), the Executive may, in writing, direct the
                  Corporation to pay any amounts to which he is entitled under
                  this Section 3(b) in equal annual installments (not to exceed
                  ten (10) annual installments), with the first such installment
                  payable within ten (10) business days of the effective date of
                  the termination and each successive installment payable on the
                  anniversary of the effective date of the termination or the
                  next following business day if such date is not a business day
                  (the ADeferred Payment Election@). A Deferred Payment
                  Election, once made, cannot be revoked except during an
                  Election Period; provided, however, no Deferred Payment
                  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 of such Election
                  Period.

        (c)       The Corporation shall pay or provide to the Executive or
                  his surviving spouse or children, as the case may be, such
                  amounts and benefits as may be required so that the pension
                  and other post-retirement benefits paid or made available to
                  the Executive, his surviving spouse, and his children are
                  equal to those, if any, which would have been paid under the
                  Corporation's Basic and Supplemental Pension (Benefit) Plans
                  in effect immediately prior to the Change in Control, assuming
                  the Executive continued in the employ of the Corporation at
                  the same compensation until the third anniversary of the
                  effective date of the termination of the Executive's
                  employment or until his Normal Retirement Date, whichever is
                  earlier. Notwithstanding any conflicting restrictions in the
                  Plans or the fact of the termination of the Executive's
                  employment, until the Executive's Normal Retirement Date, the
                  Executive or his surviving spouse and his children shall
                  maintain a continuing right to receive the pension and other
                  benefits under the above Plans with payments to begin upon
                  retirement and to elect an imputed retirement on the
                  Executive's 50th birthdate or any of his birthdates thereafter
                  until his Normal Retirement Date, such election to be made by
                  so notifying the Corporation within one (1) year after
                  termination of his employment.

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         (d)      The Corporation shall pay for or provide the Executive
                  individual out-placement assistance as offered by a member
                  firm of the Association of Out-Placement Consulting Firms.

         (e)      If any payment or benefit to or for the benefit of the
                  Executive in connection with a Change in Control of the
                  Corporation or termination of the Executive's employment
                  following a Change in Control of the Corporation (whether
                  pursuant to the terms of this Agreement, or any other plan or
                  arrangement or agreement with the Corporation, any Person
                  whose actions result in a Change in Control of the Corporation
                  or any Affiliate or Associate of the Corporation or any such
                  Person) is subject to the Excise Tax (as hereinafter defined),
                  the Corporation shall pay to the Executive an additional
                  amount such that the total amount of all such payments and
                  benefits (including payments made pursuant to this Section
                  3(e) net of the Excise Tax and all other applicable federal,
                  state and local taxes) shall equal the total amount of all
                  such payments and benefits to which the Executive would have
                  been entitled, but for this Section 3(e), net of all
                  applicable federal, state and local taxes except the Excise
                  Tax. For purposes of this Section 3(e), the term "Excise Tax"
                  shall mean the tax imposed by Section 4999 of the Internal
                  Revenue Code of 1986 (the "Code") and any similar tax that may
                  hereafter be imposed.

                  The amount of the payment to the Executive under this Section
                  3(e) shall be estimated by a nationally recognized firm of
                  certified public accountants, which firm may not have provided
                  services to the Corporation or any Affiliate of the
                  Corporation within the previous three years and shall not
                  provide services thereto in the following three years, based
                  upon the following assumptions:

                  (i)    all payments and benefits to or for the benefit of the
                         Executive in connection with a Change in Control of the
                         Corporation or termination of the Executive's
                         employment following a Change in Control of the
                         Corporation shall be deemed to be "parachute payments"
                         within the meaning of Section 280G(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 tax counsel selected by the firm of
                         certified public accountants charged with estimating
                         the payment to the Executive under this Section 3(e),
                         such payments or benefits are not subject to the Excise
                         Tax; and

                  (ii)   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 amount of the payment due the Executive pursuant
                  to this Section 3(e) shall be paid to the Executive in a lump
                  sum not later than thirty (30) business days following the
                  effective date of the termination. In the event that the
                  amount of the estimated payment is less than the amount
                  actually due to the
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                  Executive under this Section 3(e), the amount of any such
                  shortfall shall be paid to the Executive within ten (10) days
                  after the existence of the shortfall is discovered.

         (f)      The Executive shall not be required to mitigate the amount of
                  any payment provided in this Section 3, nor shall any payment
                  or benefit provided for in this Section 3 be offset by any
                  compensation earned by the Executive as the result of
                  employment by another employer, by retirement benefits, or by
                  offset against any amount claimed to be owed by the Executive
                  to the Corporation, or otherwise.

         (g)      If any payment to the Executive required by this Section 3 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 terms hereof until paid.


4.       EXECUTIVE'S EXPENSES

         The Corporation shall pay or reimburse the Executive for all costs,
         including reasonable attorney's fees and expenses of either litigation
         or arbitration, incurred by the Executive in contesting or disputing
         any termination of his employment following a Change in Control or in
         seeking to obtain or enforce any right or benefit provided by this
         Agreement.


 5.      BINDING AGREEMENT

         This Agreement shall inure to the benefit of and be enforceable by the
         Executive, his heirs, executors, administrators, successors and
         assigns. This Agreement shall be binding upon the Corporation, its
         successors and assigns. The Corporation shall require any successor
         (whether direct or indirect, by purchase, merger, consolidation or
         otherwise) to all or substantially all of the business and/or assets of
         the Corporation expressly 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.


6.       NOTICE

         Any notices and all other communications provided for herein shall be
         in writing and shall be deemed to have been duly given when delivered
         or mailed, by certified or registered mail, return receipt requested,
         postage prepaid addressed to the respective addresses set forth on the
         first page of this Agreement or to such other address as either

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         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 each of the General Counsel,
         the Vice President-Human Resources and the Secretary of the
         Corporation.


7.       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.


 8.      GOVERNING LAW

         The validity, interpretation, construction and performance of this
         Agreement shall be governed by the substantive laws of the State of
         Delaware.


 9       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.


 10.     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 the city nearest to the Executive's principal residence
         (or, at the Executive's election, in the city within the state in which
         the Executive's principal residence is located nearest to such
         principal residence) which 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 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 provision.

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 11.     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.


12.      SUPERSEDURE

         This Agreement shall cancel and supersede any and all prior agreements
         between the Executive and the Corporation entitled "Severance
         Agreement."


         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/ Richard F. Frisch
                                             Richard F. Frisch
                                       Vice President - Human Resources


                                        /s/ Wendy C. Shiba
                                            Wendy C. Shiba