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Sixth Amendment to the
Bowater Incorporated
Retirement Plan for Outside Directors
As Amended and Restated Effective February 26, 1999
 WHEREAS
 WHEREAS,
 WHEREAS,
 WHEREAS,
 NOW, THEREFORE,
  Code Section 409ANotwithstanding any other provision of the Plan to the contrary, effective as of January 1,
2005, all benefits payable under the Plan shall be subject to Internal Revenue Code Section
409A (Code Section 409A) and the Treasury Regulations promulgated thereunder. For such
amounts, the Plan shall be interpreted and administered consistent with Code Section 409A
and the Treasury Regulations promulgated thereunder.
  1.15
    
    RETIRE: A separation from service (within the meaning of Code Section 409A
and the Treasury Regulations promulgated thereunder) for any reason other than death.
A change in status which does not interrupt Continuous Service under Section 1.06 shall
not constitute a separation from service for purposes of this Section.




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ARTICLE 3: COMMENCEMENT OF RETIREMENT INCOMEA Participating Director shall receive a lump sum payment of his retirement income benefits
(determined in accordance with Article 4) as soon as administratively possible following the
date on which the Participating Director Retires. Notwithstanding anything in the Plan to
the contrary, effective as of August 31, 2006, no retirement income benefits shall be
payable to any Participating Director who began participation in the Outside Directors
Stock-Based Deferred Fee Plan, effective as of May 11, 2005 (the Stock-Based Plan)
(including any Participating Director who elected to participate in such plan). The value
of the retirement income benefits for such Participating Directors and related Stock Units
(as defined in the Stock-Based Plan) shall be determined, credited to and payable under the
Stock-Based Plan pursuant to the terms of such plan.
  ARTICLE 4: AMOUNT AND FORM OF RETIREMENT INCOME DISTRIBUTION
 4.01
    
    NORMAL RETIREMENT BENEFITS: If the Participating Director Retires on the first
day of the month following his attainment of age sixty-five (65), the retirement income
benefit payable under this Plan shall equal ten percent (10%) of the Participating
Directors Final Average Earnings multiplied by the Participating Directors years of
Service in Continuous Service up to a maximum of 10 with proportionate credit for
completed months.4.02
    
    EARLY RETIREMENT BENEFITS: If the Participating Director Retires on or after
the first day of the month following his attainment of age fifty-five (55) but prior to
the first day of the month following his attainment of age sixty-five (65), his
retirement benefits will be based on his accrued benefit determined under Section 4.01
as of the date of his early retirement. Such benefits shall be actuarially reduced for
the period (if any) by which the commencement of benefits precedes the first day of the
month following the Participating Directors sixty-fifth (65th) birthday.
The mortality table used for purposes of calculating the actuarial reduction hereunder
shall be the Unisex Pension Table, 1984 (set forward one year) and the assumed interest
rate shall be eight percent (8%) per annum.4.03
    
    POSTPONED RETIREMENT BENEFITS: If the Participating Director Retires after the
first day of the month following his attainment of age sixty-five (65), the retirement
benefit will be based on his accrued benefit determined under Section 4.01 as of the
date of his termination of Service. Such benefits shall not be actuarially increased
to reflect commencement subsequent to the attainment of age sixty-five (65).
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4.04
    
    LUMP SUM PAYMENT: The benefit payable shall be distributed in a single lump
sum payment computed using the applicable mortality table defined in Internal Revenue
Code Section 417(e)(3)(A)(ii)(I) and an interest rate to be the same as established
under the Supplemental Benefit Plan for Designated Employees of Bowater Incorporated
and Affiliated Companies prior to the commencement of each calendar year for the
calendar year in which the distribution occurs.
   IN WITNESS WHEREOF,
 BOWATER INCORPORATEDBy:
    
    /s/ James T. WrightJames T. Wright
Executive Vice President  Human Resources
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