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                                                                    EXHIBIT 10.5

                              AMENDED AND RESTATED
                           CHANGE IN CONTROL AGREEMENT


         THIS AGREEMENT, made as of the 9th day of June, 2000, by and between
Bowater Incorporated, a Delaware corporation having a mailing address of 55 East
Camperdown Way, P.O. Box 1028, Greenville, South Carolina 29602 (the
"Corporation"), and _________________ of ___________________ (the "Executive").

         WHEREAS, the Corporation and the Executive have previously entered into
a Change in Control Agreement for the purpose of reinforcing and encouraging the
continued attention and dedication of members of the Corporation's management,
including the Executive, to their assigned duties in the event of a Change in
Control or potential Change in Control of the Corporation; and

         WHEREAS, the Board of Directors of the Corporation (the "Board") has
determined that certain changes should be made to the Change in Control
Agreement to better achieve its objectives, and the Executive has agreed to such
changes;

         NOW THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the parties hereto agree to amend and restate the
previous Change in Control Agreement as follows:

1.       DEFINITIONS
         -----------

         The following terms shall have the meanings assigned to them below:

         (a)      "Accrued Compensation" shall mean all amounts earned or
                  accrued through the Termination Date but not paid as of the
                  Termination Date including (i) the Base Amount, (ii)
                  reimbursement for reasonable and necessary expenses incurred
                  by the Executive on behalf of the Corporation during the
                  period ending on the Termination Date, (iii) vacation pay, and
                  (iv) any bonus award with respect to the Corporation's fiscal
                  year ended prior to the Termination Date.

         (b)      "Acquiring Person" shall mean the Beneficial Owner, directly
                  or indirectly, of securities representing 20% or more of the
                  combined voting power of the Corporation's then outstanding
                  securities, not including (except as provided in clause (i) 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 securities representing 5% or more of the
                  combined voting power of the Corporation's then outstanding
                  securities. Notwithstanding the foregoing, (i) securities
                  acquired pursuant to an agreement described in the preceding
                  sentence will be included in determining whether a Beneficial
                  Owner is an


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                  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 (ii)
                  a Person shall not be an Acquiring Person if such Person is
                  eligible to and files a Schedule 13G under the Exchange Act
                  with respect to such Person's status as a Beneficial Owner of
                  all securities of the Corporation of which the Person is a
                  Beneficial Owner.

         (c)      "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.

         (d)      "Base Amount" shall mean the greater of (i) the Executive's
                  annual base salary at the rate in effect immediately prior to
                  the Change in Control and (ii) the Executive's annual base
                  salary at the rate in effect on the Termination Date.

         (e)      "Beneficial Owner" of securities shall mean (i) a Person who
                  beneficially owns such securities, directly or indirectly, or
                  (ii) a Person who has the right to acquire such securities
                  (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.

         (f)      "Bonus Amount" shall mean an amount equal to the maximum
                  amount the Executive could have been paid under the
                  Corporation's annual or other short term cash incentive plans
                  in effect immediately prior to the Change in Control for the
                  fiscal year in which the Change in Control occurred or, if
                  higher, the maximum amount under such plans in effect at the
                  Termination Date based on the Executive's then base salary and
                  position.

         (g)      "Cause" shall mean and be limited to the Executive's gross
                  negligence, willful misconduct or conviction of a felony,
                  which has a demonstrable and material adverse effect upon the
                  Corporation; provided that if Cause exists by virtue of the
                  Executive's gross negligence or willful misconduct that is
                  capable of being cured, the Corporation shall give the
                  Executive written notice of the alleged negligence or
                  misconduct and if the Executive cures the negligence or
                  misconduct within thirty (30) days after receipt of the
                  notice, such Cause shall cease to exist and the Corporation
                  shall not terminate the Executive's employment therefor. The
                  Executive shall be deemed to have been terminated for Cause as
                  of the effective date stated in a Notice of Termination
                  delivered by the Corporation to the Executive, which shall not
                  be delivered before the end of the thirty (30) day period
                  described in the preceding sentence, if applicable. The Notice
                  of Termination must be accompanied by a certified copy of a
                  resolution duly adopted by the affirmative vote of not less
                  than three-quarters (3/4) of the membership of the Board after
                  reasonable notice to the Executive and an opportunity for the
                  Executive, with the Executive's counsel present, to be heard
                  before the Board, finding that, in the good faith opinion of
                  the Board, the


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                  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.

         (h)      "Change in Control" shall be deemed to have occurred upon:

                  (i)      the date that any Person is or becomes an Acquiring
                           Person;

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

                  (iii)    the date the Corporation sells or otherwise transfers
                           all or substantially all of the Corporation's assets
                           to another corporation or other Person, unless,
                           immediately following such sale or transfer, (A) at
                           least 50% of the combined voting power of the
                           outstanding securities of the acquiring entity would
                           be held in the aggregate by the stockholders 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 stockholders of the
                           Corporation, but shall be counted as outstanding
                           securities for purposes of this determination), or
                           (B) at least 50% of the board of directors or similar
                           body of the acquiring entity are Continuing
                           Directors; or

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

         (i)      "Code" shall mean the United States Internal Revenue Code of
                  1986, amended.

         (j)      "Continuing Directors" shall mean any member of the Board who
                  (i) was a member of the Board immediately 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, (ii) who is not an Acquiring Person or



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                  an Affiliate or Associate of an Acquiring Person and (iii) is
                  recommended or elected to succeed the Continuing Director by a
                  majority of the Continuing Directors.

         (k)      "Corporation" shall mean Bowater Incorporated; provided that,
                  if the Executive is employed by a subsidiary of the
                  Corporation, "Corporation" shall mean such subsidiary of the
                  Corporation for purposes of references to the Executive's
                  compensation and benefits, and the plans, programs and
                  arrangements pursuant to which compensation and benefits are
                  provided.

         (l)      "Disability" shall mean a physical or mental condition that is
                  defined as a disability in the Corporation's long term
                  disability insurance plan covering the Executive immediately
                  prior to the Change in Control.

         (m)      "Employer Match" shall mean an amount equal to the maximum
                  matching contribution the Corporation could have made
                  (regardless of actual circumstances) on the Executive's behalf
                  to the Corporation's Statutory and non-Statutory defined
                  contribution or savings plans for the fiscal year in which the
                  Change in Control occurred, or, if higher, the maximum
                  matching contribution the Corporation could have made for the
                  fiscal year in which the Executive's employment terminated.

         (n)      "Exchange Act" shall mean the United States Securities
                  Exchange Act of 1934, as amended.

         (o)      "Good Reason" shall mean:

                  (i)      a change in the Executive's status, title, position
                           or responsibilities (including in reporting line
                           relationships) that, in the Executive's reasonable
                           judgment, represents a substantial adverse change
                           from the Executive's status, title, position or
                           responsibilities as in effect at any time within 180
                           days preceding the date of a Change in Control or at
                           any time thereafter; the assignment to the Executive
                           of any duties or responsibilities that, in the
                           Executive's reasonable judgment, are inconsistent
                           with the Executive's status, title, position or
                           responsibilities as in effect at any time within 180
                           days preceding the date of a Change in Control or any
                           time thereafter; or any removal of the Executive from
                           or failure to reappoint or reelect the Executive to
                           any office or position held prior to the Change in
                           Control, except in connection with the termination of
                           the Executive's employment for Disability, Cause, as
                           a result of the Executive's death or by the Executive
                           other than for Good Reason;

                  (ii)     the failure by the Corporation to provide the
                           Executive with compensation and benefits, in the
                           aggregate, at least equal (in terms of benefit levels
                           and/or reward opportunities which opportunities will
                           be evaluated in light of the performance requirements
                           therefor) to those provided for under the


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                           employee compensation and benefit plans, programs and
                           practices in which the Executive was participating at
                           any time within one-hundred eighty (180) days
                           preceding the date of a Change in Control or at any
                           time thereafter;

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

                  (iv)     a failure by the Corporation to obtain from any
                           Successor its assent to this Agreement contemplated
                           by Section 12 hereof; or

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

         (p)      "Notice of Termination" shall mean a notice sent by either the
                  Executive or the Corporation to the other party terminating
                  the Executive's employment as of a certain date and setting
                  forth the reasons therefor.

         (q)      "Person" shall mean any individual, corporation, partnership,
                  group, association or other "person" as such term is used in
                  Sections 13(d) and 14(d) of the Exchange Act.

         (r)      "Pro Rata Bonus" shall mean an amount equal to the Bonus
                  Amount multiplied by a fraction, the numerator of which is the
                  number of months and partial months through the Termination
                  Date and the denominator of which is twelve (12).

         (s)      "Statutory Plan" shall mean a retirement plan that is intended
                  to be qualified (for purposes of United States tax law) or
                  registered (for purposes of Canadian tax law), as the case may
                  be.

         (t)      "Successor" shall mean the direct or indirect successor by
                  purchase, merger, consolidation or otherwise, to all or
                  substantially all of the business and/or assets of the
                  Corporation.

         (u)      "Termination Date" shall mean (i) in the case of the
                  Executive's death, the date of death, (ii) in the case of a
                  termination by the Executive in accordance with Section 3, the
                  last day of employment as set forth in the Notice of
                  Termination given by the Executive, (iii) in the case of a
                  termination by the Corporation for Cause, a date not less than
                  thirty (30) days after receipt of the Notice of Termination by
                  the Executive, (iv) in the case of a termination by the
                  Corporation due to the Executive's Disability, the date not
                  less than thirty (30) days after receipt of the Notice of
                  Termination by the Executive, provided that the Executive
                  shall not have returned to the full-time performance of duties
                  within thirty (30) days after such receipt, and (v) in all
                  other cases, the date specified in the Notice


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                  of Termination or if no Notice of Termination is sent, the
                  last day of the Executive's employment (an Executive receiving
                  periodic severance pay is no longer considered employed for
                  the purposes of this Agreement).

2.       TERM OF AGREEMENT
         -----------------

         This Agreement shall commence as of the date hereof and shall continue
         in effect until the date the Executive's employment is terminated (an
         Executive being paid periodic severance benefits is no longer
         considered employed for these purposes); provided, however, that if the
         Executive's employment is terminated following, or in anticipation of,
         a Change in Control, the term shall continue in effect until all
         payments and benefits have been made or provided to the Executive
         hereunder.

3.       EXECUTIVE'S RIGHT OF TERMINATION
         --------------------------------

         After a Change in Control and for thirty-six (36) months thereafter,
         the Executive shall have the right to terminate employment for Good
         Reason by sending a Notice of Termination to the Corporation setting
         forth in reasonable detail the facts and circumstances claimed to
         constitute Good Reason. In addition, on the first (1st) anniversary
         date of the Change in Control and for a period of thirty (30) days
         thereafter, the Executive shall have the unconditional right to
         terminate employment by giving written notice to the Corporation within
         such thirty (30) day period. If the Executive's employment is
         terminated in accordance with the provisions of this Section 3, the
         Executive shall be entitled to the compensation and benefits described
         in Section 4(b) below.

4.       COMPENSATION UPON CHANGE IN CONTROL FOLLOWED BY CERTAIN TERMINATIONS
         --------------------------------------------------------------------

         If the Executive's employment with the Corporation shall be terminated
         within thirty-six (36) months following a Change in Control, the
         Executive shall be entitled to the following compensation and benefits:

                  (a) If the Executive's employment is terminated (i) by the
         Corporation for Cause or Disability, (ii) by reason of the Executive's
         death or (iii) by the Executive other than in accordance with Section
         3, the Corporation shall pay to the Executive the Accrued Compensation
         and, if such termination is other than by the Corporation for Cause,
         the Pro Rata Bonus, computed as of the applicable Termination Date.

                  (b) If the Executive's employment with the Corporation shall
         be terminated (x) by the Corporation for any reason other than for
         Cause or Disability, or (y) by the Executive pursuant to the provisions
         of Section 3, the Executive shall be entitled to the following as of
         the applicable Termination Date:

                  (i)      the Accrued Compensation and the Pro-Rata Bonus;

                  (ii)     an amount equal to three (3) times the Base Amount;



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                  (iii)    an amount equal to three (3) times the Bonus Amount;

                  (iv)     an amount equal to three (3) times the Employer
                           Match;

                  (v)      An amount equal to 30% of the Base Amount for certain
                           lost benefits;

                  (vi)     An amount equal to the present value of the
                           additional retirement benefits the Executive would
                           have earned under the Corporation's defined benefit
                           retirement plans (Statutory and non-Statutory) for
                           the three (3) years following the Termination Date,
                           computed assuming the following:

                           (A)      the Executive's salary continues at the Base
                                    Amount with a bonus or target bonus equal to
                                    the Bonus Amount;

                           (B)      the payment of the Executive's retirement
                                    benefits commences as of the later of (x)
                                    the Executive's age three (3) years after
                                    the Termination Date or (y) the earliest
                                    retirement age (without regard to service)
                                    allowed under the Statutory Plan applicable
                                    to the Executive;

                           (C)      all vesting requirements are waived;

                           (D)      mortality and interest rate assumptions
                                    applicable to the computation of lump sum
                                    values in the applicable Statutory Plan are
                                    used; and

                           (E)      the benefits are paid in the form of a
                                    single life annuity;

                  (vii)    As of the Executive's Termination Date, or, if later,
                           when the Executive attains age fifty (50), the
                           Executive (and the Executive's spouse or surviving
                           spouse and dependents) will be provided the retiree
                           health care and life insurance coverage provided by
                           the Corporation to executive retirees as of the date
                           of the Change in Control. If and to the extent that
                           the benefits described in this paragraph cannot be
                           provided under the Corporation's plans or programs
                           without the benefits provided thereunder being
                           taxable to the Executive, the Corporation shall
                           procure an insurance policy or policies on
                           substantially similar terms and conditions for the
                           Executive and the Executive's spouse or surviving
                           spouse and dependents, or if such policy or policies
                           cannot be obtained, shall provide a lump sum payment
                           equal to the value of the lost benefits; and

                  (viii)   The Corporation shall pay for or provide the
                           Executive either: (i) individual out-placement
                           assistance as offered by a member firm of the
                           Association of Out-Placement Consulting Firms, or
                           (ii) a cash payment of $20,000 in lieu of individual
                           outplacement services, as elected by the Executive at
                           any time within twelve (12) months after the
                           Executive's termination of employment.


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5.       EXCISE TAX GROSS-UP
         -------------------

         If any payment or benefit made available to the Executive in connection
         with a Change in Control (including, without limitation, any payment
         made pursuant to any long-term incentive plans, stock option or equity
         participation right plans) or termination of the Executive's employment
         following a Change in Control (in either category, a "Change in Control
         Payment") is subject to the Excise Tax (as hereinafter defined), the
         Corporation shall pay to the Executive additional amounts (the "Gross
         Up Amounts") such that the total amount of all Change in Control
         Payments net of the Excise Tax shall equal the total amount of all
         Change in Control Payments to which the Executive would have been
         entitled if the Excise Tax had not been imposed. For purposes of this
         Section 5, the term "Excise Tax" shall mean the tax imposed by Section
         4999 of the Code and any similar tax that may hereafter be imposed.

         The Gross Up Amounts due to the Executive under this Section 5 shall be
         estimated by a nationally recognized firm of certified public
         accountants (other than the firm that audited the financial statements
         of the Corporation for the most recently preceding fiscal year)
         selected by the individual holding the position of Chief Financial
         Officer immediately before the Change in Control or such officer's
         designee, at any time that the Executive is to receive a Change in
         Control Payment. The Gross Up Amounts will be based upon the following
         assumptions:


         (a)      all Change in Control Payments shall be deemed to be
                  "parachute payments" within the meaning of Section
                  280(G)(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 the certified public
                  accountants charged with estimating the Gross Up Amounts for
                  the Executive under this Section 5, such Change in Control
                  Payments are not subject to the Excise Tax; and

         (b)      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 Gross Up Amount due the Executive with respect to any
         Change in Control Payment pursuant to this Section 5 shall be paid to
         the Executive in a lump sum not later than thirty (30) business days
         after such Change in Control Payment is provided to the Executive. In
         the event that the Gross Up Amount is less than the amount actually due
         to the Executive under this Section 5, the amount of any such shortfall
         shall be paid to the Executive within ten (10) days after the existence
         of the shortfall is discovered. In the event the Gross Up Amount is
         more than the amount actually due the Executive under this Section 5,
         the Executive shall repay the amount of such overpayment to the
         Corporation within a reasonable time after the overpayment is
         discovered.


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6.       LUMP SUM PENSION OPTION
         -----------------------

         If the Executive is entitled to the payments and benefits in Section
         4(b), then, in accordance with the election requirements described in
         Section 7, the Executive shall be entitled to elect a lump sum payment
         of the present value of any retirement benefits to which the Executive
         is entitled under any of the Corporation's non-Statutory retirement
         plans computed based upon the same assumptions listed in Section
         4(b)(vi) above, except 4(b)(vi)(A). The Corporation's non-Statutory
         retirement plans are hereby deemed amended as necessary to conform to
         the provisions of this Section 6. To the extent that a payment on
         account of the foregoing may not be made under a non-Statutory plan,
         the Corporation shall make such payment separately in lieu of payment
         under such plan.

7.       DEFERRAL OR LUMP SUM ELECTION
         -----------------------------

         During each December after the date of this Agreement (the "Election
         Period"), the Executive may, in writing, direct the Corporation to pay
         any amounts to which the Executive is entitled under Section 4(b) in
         equal annual installments not to exceed ten (10), with each installment
         including accrued interest at the Federal short-term rate (as set under
         Section 1274(d) of the Code as in effect at the time such installment
         is paid), with the first such installment payable within ten (10)
         business days of the Termination Date and each successive installment
         payable on the anniversary of the Termination Date (the "Deferred
         Payment Election"). During the Election Period, the Executive may also
         elect to be paid the amount described in Section 6 in a lump sum (the
         "Lump Sum Election"). Neither a Deferred Payment Election nor a Lump
         Sum Election, once made, can be revoked except during an Election
         Period. Notwithstanding the foregoing, however, no Deferred Payment
         Election or Lump Sum 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 after such Election Period.

8.       NO MITIGATION REQUIRED
         ----------------------

         The Executive shall not be required to mitigate the amount of any
         payment provided for in this Agreement, nor shall any payment or
         benefit provided for in this Agreement be offset by any compensation
         earned by the Executive as the result of employment by another
         employer, by retirement benefits (provided that the foregoing shall not
         cause Section 6 to result in a duplication of benefits provided under
         any retirement plan), or be offset against any amount claimed to be
         owed by the Executive to the Corporation, or otherwise.

9.       INTEREST
         --------

         If any payment to the Executive required by this Agreement 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 the terms hereof until paid.



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10.      NON-COMPETE CANCELLATION
         ------------------------

         If the Executive is entitled to the payments and benefits described in
         Section 4(b), then any agreement by the Executive not to compete with
         the Corporation or its Affiliates after the Executive's Termination
         Date shall be null and void and any such agreement shall be deemed to
         be amended accordingly.

11.      EXECUTIVE'S EXPENSES
         --------------------

         The Corporation shall pay or reimburse the Executive for all costs,
         including reasonable attorney's, accountants' and actuary's fees and
         expenses, incurred by the Executive (i) to confirm the Executive's
         rights to and amounts of payments hereunder, (ii) to contest or dispute
         any termination of the Executive's employment following a Change in
         Control or seek to obtain or enforce any right or benefit provided by
         this Agreement in litigation or arbitration, or (iii) in connection
         with any audit by a taxing authority related to any payment or benefit
         hereunder, or any subsequent contest or litigation relating to the tax
         treatment of such payment or benefit. Upon demand therefor, the
         Corporation shall advance to the Executive any amount as to which the
         Executive reasonably believes he or she will be entitled pursuant to
         this Section 11 for costs that the Executive has incurred or will incur
         during the ninety (90) days following such demand.

12.      BINDING AGREEMENT
         -----------------

         This Agreement shall inure to the benefit of and be enforceable by the
         Executive, and the Executive's heirs, executors, administrators,
         successors and assigns. This Agreement shall be binding upon the
         Corporation, its Successors and assigns. The Corporation shall require
         any Successor 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.

13.      NOTICE
         ------

         Any notices and all other communications provided for herein shall be
         in writing and shall be delivered personally or sent by facsimile
         transmission (with written confirmation sent at the same time), prepaid
         air courier or prepaid certified or registered mail. Any such notice
         shall be deemed to have been given (a) when received, if delivered in
         person, sent by facsimile transmission, or sent by prepaid air courier,
         or (b) three (3) business days following the mailing thereof, if mailed
         by prepaid certified or registered mail, return receipt requested,
         addressed to the respective addresses set forth on the first page of
         this Agreement or to such other address as either 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 the General Counsel.


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14.      SOLE SEVERANCE; OTHER BENEFITS
         ------------------------------

         If the Executive is paid the entitlements due under Section 4(b), such
         payments shall be in lieu of any other severance amounts to which the
         Executive may be entitled under any other severance arrangement,
         including under any employment agreement, severance pay plan, or
         applicable legislation entitling the Executive to severance benefits.
         However, the parties acknowledge that the benefits paid hereunder are
         only exclusive as to other severance payments and that the Executive
         may be entitled to other benefits or payments triggered by a Change in
         Control under certain other of the Corporation's benefit or
         compensation arrangements, including, without limitation, any long term
         incentive plans, stock option plans or equity participation rights
         plans. This Agreement supercedes any Change in Control Agreement
         previously in effect between the Executive and the Corporation.

15.      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.

16.      GOVERNING LAW
         -------------

         The validity, interpretation, construction and performance of this
         Agreement shall be governed by the substantive laws of the State of
         Delaware without regard to the choice of law provisions thereof.

17.      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.

18.      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 Greenville, South Carolina, or at the Executive's
         election in the city nearest to the Executive's principal residence
         that 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



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         was conducted, or, if no arbitration was elected, in which arbitration
         could have been conducted pursuant to this Section 18.


19.      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.

         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
                                              ----------------------------------
                                           Name:
                                                --------------------------------
                                           Title:
                                                 -------------------------------


                                           -------------------------------------
                                           Name:
                                                --------------------------------


                                       12
<PAGE>   13


                            SCHEDULE TO EXHIBIT 10.5

                              AMENDED AND RESTATED
                           CHANGE IN CONTROL AGREEMENT


         NAME                                        DATE OF AGREEMENT

Anthony H. Barash                                       June 9, 2000
James H. Dorton                                         June 9, 2000
E. Patrick Duffy                                        June 9, 2000
Arthur D. Fuller                                        June 9, 2000
Jerry R. Gilmore                                        June 9, 2000
Richard K. Hamilton                                     June 9, 2000
William G. Harvey                                       June 9, 2000
Steven G. Lanzl                                         June 9, 2000
David G. Maffucci                                       June 9, 2000
Robert A. Moran                                         June 9, 2000
Arnold M. Nemirow                                       June 9, 2000
R. Donald Newman                                        June 9, 2000
Michael F. Nocito                                       June 9, 2000
Wendy C Shiba                                           June 9, 2000
David J. Steuart                                        June 9, 2000
James T. Wright                                         June 9, 2000


                                       13