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                                                                    Exhibit 10.2

                           CHANGE IN CONTROL AGREEMENT


         THIS AGREEMENT, made as of the 15th day of March 1999, by and between
Bowater Incorporated, a Delaware corporation having a mailing address of 55 East
Camperdown Way, Greenville, South Carolina 29601 (the "Corporation"), and James
T. Wright of 212 McIver Street, Greenville, South Carolina 29601 (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" 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 (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 



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                  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, (i) 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 (ii)
                  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.

         (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 Securities Exchange Act of 1934 (the
                  "Act").

         (c)      A "Beneficial Owner" of Common Stock means (i) a Person who
                  beneficially owns such Common Stock, directly or indirectly,
                  or (ii) 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.

         (d)      "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 



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                  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.

         (e)      "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 shareholders 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 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
                           (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 its assets to another
                           corporation or other Person, unless, immediately
                           after such sale or transfer, (A) 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
                           (B) at least 50% of the board of directors or similar
                           body of the resulting entity are Continuing
                           Directors.

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

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


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         (g)      "Continuing Directors" shall mean any member of the Board who
                  (i) 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, (ii) is not an Acquiring Person or 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.

         (h)      "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.

         (i)      "Exchange Act" shall mean the Securities Exchange Act of 1934
                  as amended.

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


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                  (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(j) 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(j)(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.

         (k)      "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.

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


 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 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


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                  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;

                  (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 


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                           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 annual 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 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 


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                                      -8-

                           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 "Deferred 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.

                  (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


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                           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 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.

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                  (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 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 


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                  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.


         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/ Arnold M. Nemirow                           /s/ James T. Wright
   ---------------------------------------         -----------------------------
       Arnold M. Nemirow                               James T. Wright
Its: Chairman, Chief Executive Officer and
     President