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                                                                    EXHIBIT 10.9




                           BOWATER INCORPORATED



                        EQUITY PARTICIPATION RIGHTS PLAN

                              AMENDED AND RESTATED
                             AS OF FEBRUARY 26, 1999



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                                TABLE OF CONTENTS


1.  Purposes................................................................1
2.  Definitions.............................................................1
       "Acceleration Price".................................................1
       "Board of Directors".................................................1
       "Change in Control"..................................................1
       "Code"...............................................................3
       "Committee"..........................................................4
       "Common Stock".......................................................4
       "Disability".........................................................4
       "Equity Participation Right".........................................4
       "Fair Market Value"..................................................4
       "Grant Date".........................................................4
       "Grantee"............................................................4
       "Plan"...............................................................4
       "Retirement".........................................................4
       "Subsidiary".........................................................4
3.  Administration..........................................................5
4.  Eligibility and Participation...........................................5
5.  Effective Date of the Plan and Term of Exercise Period..................5
6.  Awards..................................................................5
7.  Equity Participation Rights.............................................6
8.  Exercises...............................................................6
9.  Withholding Taxes for Awards............................................7
10. Change in Control.......................................................7
11. Transfer of Awards......................................................7
12. Death, Disability, Retirement and Termination of Employment.............7
13. Changes in Common Stock.................................................8
14. No Right to Employment..................................................8
15. Legal Restrictions......................................................8
16. No Rights as Shareholders...............................................8
17. Choice of Law...........................................................9
18. Amendment and Discontinuance............................................9


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                              BOWATER INCORPORATED

                        EQUITY PARTICIPATION RIGHTS PLAN

                  AMENDED AND RESTATED AS OF FEBRUARY 26, 1999


1.       PURPOSES.

         The purpose of the Bowater Incorporated Equity Participation Rights
Plan (the "Plan") is to promote the interests of Bowater Incorporated (the
"Corporation") and its stockholders by attracting, retaining and stimulating the
performance of selected employees by giving such employees the opportunity to
earn additional compensation related to the success of the Corporation's
business based upon appreciation in the Company's stock price. The Plan was
first adopted on January 17, 1996. It was subsequently amended and restated
effective as of January 1, 1999, to incorporate amendments that had been
previously approved. It is now being amended and restated as of February 26,
1999, to reflect an additional amendment.

2.       DEFINITIONS.

         Unless the context clearly indicates otherwise, the following terms
have the meanings set forth below.

         "Acceleration Price" means the excess over the reference price of an
Equity Participation Right of the highest of (A) through (D), on the date of a
Change in Control:

                  (A)      The highest reported sales price of the Common Stock
                           within the sixty (60) days preceding the date of the
                           Change in Control, as reported on any securities
                           exchange upon which the Common Stock is listed,

                  (B)      The highest price of the Common Stock as reported in
                           a Schedule 13D or an amendment thereto that is paid
                           within the sixty (60) days preceding the date of the
                           Change in Control,

                  (C)      The highest tender offer price paid for the Common
                           Stock, and

                  (D)      Any cash merger or similar price.

         "Board of Directors" or "Board" means the Board of Directors of the
Corporation.



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         A "Change in Control" shall be deemed to have occurred upon:

                  (a)      The date that any Person is or becomes an Acquiring
                           Person.

                  (b)      The date that the Corporation's shareholders approve
                           a merger, consolidation or reorganization of the
                           Corporation with another corporation or other Person,
                           unless, immediately following such merger,
                           consolidation or reorganization, (i) at least 50% of
                           the combined voting power of the outstanding
                           securities of the resulting entity would be held in
                           the aggregate by the shareholders 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 shareholders of the
                           Corporation, but shall be counted as outstanding
                           securities for purposes of this determination), or
                           (ii) at least 50% of the board of directors or
                           similar body of the resulting entity are Continuing
                           Directors.

                  (c)      The date the Corporation sells or otherwise transfers
                           all or substantially all of its assets to another
                           corporation or other Person, unless, immediately
                           after such sale or transfer, (i) at least 50% of the
                           combined voting power of the then-outstanding
                           securities of the resulting entity immediately
                           following such transaction is held in the aggregate
                           by the Corporation's shareholders as determined
                           immediately prior to such transaction (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 shareholders of the
                           Corporation, but shall be counted as outstanding
                           securities for purposes of this determination), or
                           (ii) at least 50% of the board of directors or
                           similar body of the resulting entity are Continuing
                           Directors.

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

For purposes of this Definition:

                           (i)      "Affiliate" and "Associate" shall have the
                                    respective meanings ascribed to such terms
                                    in Rule 12b-2 of the General Rules and
                                    Regulations under the Securities Exchange
                                    Act of 1934 (the "Act").



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                           (ii)     "Acquiring Person" means the Beneficial
                                    Owner, directly or indirectly, of Common
                                    Stock representing 20% or more of the
                                    combined voting power of the Corporation's
                                    then outstanding securities, not including
                                    (except as provided in clause (A) 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 Common Stock representing 5%
                                    or more of the combined voting power of the
                                    Corporation's then outstanding securities.
                                    Notwithstanding the foregoing, (A)
                                    securities acquired pursuant to an agreement
                                    described in the preceding sentence will be
                                    included in determining whether a Beneficial
                                    Owner is an 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 (B) a Person shall
                                    not be an Acquiring Person if such Person is
                                    eligible to and files a Schedule 13G with
                                    respect to such Person's status as a
                                    Beneficial Owner of all Common Stock of the
                                    Corporation of which the Person is a
                                    Beneficial Owner.

                           (iii)    A "Beneficial Owner" of Common Stock means
                                    (A) a Person who beneficially owns such
                                    Common Stock, directly or indirectly, or (B)
                                    a Person who has the right to acquire such
                                    Common Stock (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.

                           (iv)     "Continuing Directors" means any member of
                                    the Board who (A) was a member of the Board
                                    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, (B)
                                    is not an Acquiring Person or an Affiliate
                                    or Associate of an Acquiring Person, and (C)
                                    is recommended or elected to succeed the
                                    Continuing Director by a majority of the
                                    Continuing Directors.

                           (v)      "Person" means any individual, firm,
                                    corporation, partnership, trust or other
                                    entity.



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         "Code" means the Internal Revenue Code of 1986, as amended.

         "Committee" means the Human Resources and Compensation Committee of the
         Board. A majority of the members of the Committee shall constitute a
         quorum. All determinations of the Committee shall be made by a majority
         of its members. Any decision or determination of the Committee reduced
         to writing and signed by all of the members of the Committee shall be
         fully as effective as if it had been made at a meeting duly called and
         held.

         "Common Stock" means the common stock of Bowater Incorporated, $1 par
         value.

         "Disability", as applied to a Grantee, shall have the meaning contained
         in the Company's long-term disability plan.

         "Equity Participation Right" means a contractual right to receive a
         cash payment determined with reference to the increase in Fair Market
         Value of a share of Common Stock subject to the terms and conditions
         hereof.

         "Fair Market Value" of a share of Common Stock on any particular date
         is (1) the simple arithmetic mean between the highest and lowest prices
         per share at which the Common Stock is traded on the New York Stock
         Exchange Composite Transactions as reported in the Eastern Edition of
         the Wall Street Journal for that date or, if not so traded, (2) the
         simple arithmetic mean between the closing bid-and-asked prices thereof
         as reported on such Exchange on that date.

         "Grant Date" means the date on which an Equity Participation Right is
         granted by the Committee pursuant to the Plan.

         "Grantee" means the individual to whom an Equity Participation Right is
         granted pursuant to the Plan.

         "Plan" means the Bowater Incorporated Equity Participation Rights Plan
         as set forth herein and as amended from time to time.

         "Retirement" means the status of having terminated employment and being
         immediately eligible for the payment of normal or early retirement
         benefits under the qualified pension plan of the Company or Subsidiary
         applicable to the Grantee.

         "Subsidiary" means each entity with respect to which the Company owns
         directly or indirectly interests embodying at least 40% of the voting
         power.

         Except where otherwise indicated by the context, any masculine term
used herein also



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shall include the feminine, the plural shall include the singular, and the
singular shall include the plural.

3.       ADMINISTRATION.

         (a) The Committee shall have all the powers vested in it by the terms
of the Plan, including exclusive authority (within the limitations described
herein) to select the employees to be granted Equity Participation Rights under
the Plan, to determine the type, size and terms of awards to be made to each
employee selected, to determine the time when Equity Participation Rights will
be granted to employees and, to establish objectives and conditions, if any, for
earning such awards. The Committee shall have full power and authority to
administer and interpret the Plan and to adopt such rules, regulations,
agreements, guidelines and instruments for the administration of the Plan and
for the conduct of its business as the Committee deems necessary or advisable.
The Committee's interpretation of the Plan and all actions taken and
determinations made by the Committee pursuant to the powers vested in it
hereunder shall be conclusive and binding on all parties concerned, including
the Corporation, its stockholders, any Grantees and any other employee of the
Corporation or any of its Subsidiaries.

         (b) Equity Participation Rights shall be evidenced by written
agreements which shall contain such terms and conditions consistent with the
Plan as may be determined by the Committee.

         (c) All decisions made by the Committee pursuant to the provisions of
the Plan shall be final and conclusive.

4.       ELIGIBILITY AND PARTICIPATION.

         The participants in the Plan shall consist of selected employees or
officers of the Corporation or its present or future parent or Subsidiaries, who
serve in executive, administrative or professional capacities, as may from time
to time be so designated by the Committee.

5.       EFFECTIVE DATE OF THE PLAN AND TERM OF EXERCISE PERIOD.

         This amended and restated Plan shall become effective upon its adoption
by the Committee. Subject to the provisions of Article 12 hereof, the period
during which an Equity Participation Right granted under the Plan may be
exercised shall be the period, expiring not later than the tenth anniversary of
the Grant Date of the award, as may be determined by the Committee.



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6.       AWARDS.

         (a) Types. Awards under the Plan shall consist of Equity Participation
Rights.

         (b) Performance Goals. The Committee may, but need not, establish
performance goals to be achieved within such performance periods as may be
selected by it in its sole discretion, using such measures of the performance of
the Corporation and/or its Subsidiaries as it may select.

         (c) Guidelines. From time to time, the Committee may adopt written
policies implementing the Plan. Such policies may include, but need not be
limited to, the type, size and terms of awards to be made to employees and the
conditions for payment of such awards. Grantees of Equity Participation Rights
must accept such awards by execution of a written agreement with the Corporation
in such form as the Committee determines not more than sixty (60) days following
the Grant Date or such rights shall expire.

         (d) Maximum Awards. A Grantee may be granted multiple awards under the
Plan.

7.       EQUITY PARTICIPATION RIGHTS.

         (a) An Equity Participation Right shall not be exercisable after the
expiration of the exercise period set forth in its related Equity Participation
Right Agreement. The Committee may provide in such Agreement for the lapse of
the Equity Participation Right prior to expiration of the exercise period upon
the occurrence of any event specified by the Committee.

         (b) The Common Stock price referenced in an Equity Participation Right
granted under the Plan shall not be less than the Fair Market Value per share of
Common Stock on the Grant Date.

         (c) Upon exercise of an Equity Participation Right, the Grantee shall
be entitled to receive, subject to the provisions of the Plan and such rules and
regulations as may be established by the Committee, a cash payment equal to the
product of (A) the excess of (i) the Fair Market Value of one share of Common
Stock at the time of such exercise over (ii) the reference price per share
specified in the related Equity Participation Rights Agreement, times (B) the
number of shares specified in such Equity Participation Rights Agreement or the
portion thereof being exercised. Except as provided in Article 10, an Equity
Participation Right held by a Grantee shall not be exercisable during the first
six months from the Grant Date of the Equity Participation Right.



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8.       EXERCISES.

         (a) Each Equity Participation Right granted shall be exercisable in
whole or in part at any time, or from time to time, during the period as the
Committee may determine and specify in the agreement pursuant to which such
Equity Participation Right is granted, provided that the election to exercise an
Equity Participation Right shall be made in accordance with applicable laws and
regulations.

         (b) No right may at any time be exercised with respect to a fractional
share or exercised in part with respect to fewer than one hundred shares.

9.       WITHHOLDING TAXES FOR AWARDS.

         The Corporation shall withhold from amounts otherwise payable hereunder
the amount, if any, required to be withheld under applicable income tax laws.

10.      CHANGE IN CONTROL.

         Upon the occurrence of a Change in Control, all Equity Participation
Rights shall become immediately exercisable and shall be deemed exercised in
full for cash for the difference between the Acceleration Price and the
reference price per share, which amount shall be paid by the Corporation within
a period of thirty days following a Change in Control.

11.      TRANSFER OF AWARDS.

         Awards granted under the Plan may not be transferred except by will or
the laws of descent and distribution, and, during the Grantee's lifetime, may be
exercised only by said Grantee or by said Grantee's guardian or legal
representative.

12.      DEATH, DISABILITY, RETIREMENT AND TERMINATION OF EMPLOYMENT.

         (a) If a Grantee's employment with the Company and all of its
Subsidiaries terminates:

                  (i) If such employment terminates involuntarily and for good
cause (as determined by the Company), all Equity Participation Rights held by
the Grantee will expire immediately.

                  (ii) If such employment terminates involuntarily without cause
or voluntarily for any reason, except in the case of the Grantee's Disability,
Retirement or death, (A) all unexercisable Equity Participation Rights held by
the Grantee will expire immediately; and (B) all exercisable Equity
Participation Rights held by the Grantee will expire three months after
termination (unless their expiration date is earlier).



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                  (iii) If such employment terminates because of Disability or
Retirement, the Grantee will be treated under all awards as if employment with
the Company or Subsidiary continued for five years.

                  (iv) If a Grantee dies while employed or during the five-year
period described in paragraph (iii), all Equity Participation Rights held by the
Grantee will become exercisable (and remain exercisable for two years unless
their expiration date is earlier).

         (b) The Committee may provide (i) that an award will not terminate or
be forfeited as a result of the termination of the Grantee's employment; and
(ii) for additional opportunities for the exercise of an Equity Participation
Right after a Grantee's termination of employment, in addition to (a), above.

         (c) For all purposes of the Plan, the employment of a Grantee will not
be considered to be terminated if the Grantee is receiving periodic severance
payments from the Company or a Subsidiary. Leaves of absence for periods and
purposes conforming to the policy of the Company shall not be deemed
terminations or interruptions of employment.

13.      CHANGES IN COMMON STOCK.

         In the event of a merger, consolidation, reorganization,
recapitalization, stock dividend, stock split, or other changes in corporate
structure or capitalization affecting the Common Stock, such appropriate
adjustment shall be made in the number, kind, exercise price, etc., of shares
subject to Equity Participation Rights granted under the Plan, as may be
determined by the Committee.

14.      NO RIGHT TO EMPLOYMENT.

         Nothing in the Plan or any instrument executed pursuant hereto shall
confer upon any employee any right to continue in the employ of the Corporation
nor shall anything in the Plan affect the right of the Corporation to terminate
the employment of any employee, with or without cause.

15.      LEGAL RESTRICTIONS.

         The Corporation will not be obligated to make any payment if counsel to
the Corporation determines that such issuance or payment would violate any law
or regulation of any governmental authority or any agreement between the
Corporation and any national securities exchange upon which the Common Stock is
listed. The Corporation shall in no event be obliged to take any action in order
to cause the exercise of any award under the Plan.



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16.      NO RIGHTS AS SHAREHOLDERS.

         No Grantee, and no beneficiary or other person claiming through a
Grantee, shall have any interest in any shares of Common Stock allocated for the
purposes of the Plan or subject to any award. Furthermore, the existence of
awards under the Plan shall not affect the right or power of the Corporation or
its stockholders to make adjustments, recapitalizations, reorganizations or
other changes in the Corporation's capital structure; the dissolution or
liquidation of the Corporation, or the sale or transfer of any part of its
assets or business; or any other corporate act, whether of a similar character
or otherwise. No shares of Common Stock may be delivered or purchased under the
Plan.

17.       CHOICE OF LAW.

         The validity, interpretation and administration of the Plan and of any
rules, regulations, determinations or decisions made thereunder, and the rights
of any and all persons having or claiming to have any interest therein or
thereunder, shall be determined exclusively in accordance with the laws of the
State of Delaware and without without giving effect to the choice of law
provisions thereof.

18.      AMENDMENT AND DISCONTINUANCE.

         The Committee may alter, suspend, or discontinue the Plan, but may not
materially and adversely affect any outstanding award without the consent of the
holder thereof.

         IN WITNESS WHEREOF, this Plan has been amended and restated and
executed on behalf of the Corporation by its duly authorized officer as of the
26th day of February, 1999.

                                           BOWATER INCORPORATED


                              By: /s/ Wendy C. Shiba
                                  -----------------------------------
                              Name: Wendy C. Shiba
                              Title: Vice President, Secretary
                                        and Assistant General Counsel
                              Date Signed: August 10, 1999



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