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                                                                   EXHIBIT 10.14





                              BOWATER INCORPORATED

                           BENEFITS EQUALIZATION PLAN

                  AMENDED AND RESTATED AS OF FEBRUARY 26, 1999


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                                TABLE OF CONTENTS

1.  Purpose of the Plan..................................................1

2.  Definitions..........................................................1

3.  Eligibility and Participation........................................1

4.  Benefits.............................................................1

5.  Payment of Benefits..................................................1

6.  Vesting..............................................................2

7.  Administration.......................................................4

8.  Claims and Review....................................................4

9.  Amendment of Discontinuance..........................................5

10. Plan Unfunded........................................................5

11. No Contract of Employment............................................6

12. Inalienability of Benefits...........................................6

13. Governing Law........................................................6

14. Effective Date.......................................................6


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                              BOWATER INCORPORATED

                           BENEFITS EQUALIZATION PLAN

                  AMENDED AND RESTATED AS OF FEBRUARY 26, 1999


         1. PURPOSE OF THE PLAN. The purpose of the Bowater Incorporated
Benefits Equalization Plan (the "Plan") is to provide benefits payable out of
the general assets of Bowater Incorporated (the "Company") to a select group of
management or highly compensated employees participating in the Bowater
Incorporated Employees' Retirement Plan and/or the Pension Plan for Certain
Employees of Bowater Incorporated (the two plans are hereinafter sometimes
referred to collectively as the "Funded Plans") whose benefits under one or both
of the Funded Plans are limited by the application of Section 415 and/or Section
401(a)(17) of the Internal Revenue Code of 1986. The Plan was first adopted as
of August 22, 1990. The Plan is now being restated as of February 26, 1999, to
incorporate all amendments that have been made as of such date.

         2. DEFINITIONS. Except as otherwise specified herein, all capitalized
terms and phrases used herein shall have the same meanings ascribed to such
terms and phrases in the Funded Plans. Except as specifically provided herein,
all conditions and provisions of the Funded Plans shall be deemed equally
applicable to the Plan.

         3. ELIGIBILITY AND PARTICIPATION. All Participants (as such term is
defined in each respective Funded Plan) in either of the Funded Plans ("Eligible
Employees") shall be eligible to participate in the Plan.

         4. BENEFITS. The benefits payable to an Eligible Employee or to his
Spouse or Beneficiary under the Plan shall be equal to (A) less (B), where:

                  (A) equals the benefits that would have been payable to the
Eligible Employee, his Spouse or Beneficiary under the Funded Plans without
regard to:

                  (i)      the dollar limitation on compensation in the Funded
                           Plans,

                  (i)      the dollar limitation on annual retirement benefits
                           in the Funded Plans, or

                  (i)      the combined plan limitations in the Funded Plans;
                           and

                  (B) equals the benefits actually payable to the Eligible
Employee, his Spouse or Beneficiary under the Funded Plans.

         5. PAYMENT OF BENEFITS. The benefits payable under the Plan shall be
payable at the same time and in the same manner as such benefits would have been
paid under the Funded Plans (but for the limitations set forth in Section
4(A)(i), (ii) and (iii) above), and any election of benefits made under the
Funded Plans shall be deemed an election of benefits made hereunder.



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The same actuarial assumptions used in calculating benefits payable under the
Funded Plans shall be used in calculating the benefits hereunder.

         6. VESTING. Subject to the right of the Company to amend or discontinue
the Plan as provided in Section 9 hereof, an Eligible Employee shall have a
non-forfeitable interest in benefits payable under the Plan to the extent that
such benefits would have been vested had they been payable under the Funded
Plans.

         Anything in this Plan to the contrary notwithstanding, upon and
following a Change in Control, an Eligible Employee shall have a non-forfeitable
interest in benefits payable under the Plan. The following definitions apply for
purposes of this Section 6:

         (i)      "Acquiring Person" means, the Beneficial Owner, directly or
                  indirectly, of Common Stock representing 20% or more of the
                  combined voting power of the Company'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 Company'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 Company of which the Person is a
                  Beneficial Owner.

         (ii)     "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.

         (iii)    A "Beneficial Owner" of Common Stock shall mean (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)     "Board" shall mean the Board of Directors of the Company.

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

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


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                  (B)      the date that the Company's shareholders approve a
                           merger, consolidation or reorganization of the
                           Company 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 Company as
                           of such 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 Company,
                           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 Company 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 Company'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 Company,
                           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; or

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

         (vi)     "Continuing Director" shall mean 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.

         (vii)    "Person" shall mean any individual, firm, corporation,
                  partnership, trust or other entity.



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         The provisions of this Section 6 related to a Change in Control shall
         not be amended upon or following a Change in Control in any manner that
         might have the effect of reducing the non-forfeitable interest of an
         Eligible Employee in benefits payable under the Plan. Nothing in this
         Section 6 shall be construed to prohibit, prior to Change in Control,
         any amendment to the Plan, including this Section 6, or any termination
         of the Plan pursuant to its terms.

         7. ADMINISTRATION

         (a)      The Company shall be the "named fiduciary" and the Human
                  Resources and Compensation Committee of the Board of Directors
                  of the Company shall be the Plan Administrator with authority
                  to control and manage the operation and administration of the
                  Plan, including the appointment of other fiduciaries.

         (b)      The Plan Administrator shall have such powers as may be
                  necessary to discharge its duties under the Plan, including
                  the power:

                  (i)      To interpret the Plan and to make all determinations
                           as to the right of any person to a benefit under the
                           Plan and to cause the Company to pay such benefits
                           accordingly;

                  (ii)     To appoint or employ individuals to assist in the
                           Administration of the Plan and any other agents it
                           deems advisable, including legal and actuarial
                           counsel; and

                  (iii)    To delegate to others any administrative procedures
                           which are necessary for the administration of the
                           Plan.

         (c)      Decisions of the Plan Administrator with respect to the Plan
                  shall be conclusive and binding on all persons.

         8. CLAIMS AND REVIEW. All inquiries and claims respecting the Plan
shall be submitted in writing and directed to the Plan Administrator or a person
designated by the Plan Administrator for this purpose.

         (a)      In the case of a claim respecting a benefit, a written
                  determination allowing or denying the claim shall be furnished
                  to the claimant promptly upon receipt of the claim. A denial
                  or partial denial of a claim shall be dated (the
                  "Determination Date") and signed by the Plan Administrator and
                  shall clearly set forth the following information:

                  (i)      the specific reason or reasons for the denial;

                  (ii)     a specific reference to pertinent Plan provisions on
                           which the denial is based;



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                  (iii)    a description of any additional material or
                           information necessary for the claimant to perfect the
                           claim and an explanation of why such material or
                           information is necessary; and

                  (iv)     an explanation of the claim review procedures.

                  If no written determination is furnished to the claimant
                  within thirty (30) days after receipt of the claim, then the
                  claim shall be deemed denied and the 30th day after such
                  receipt shall be the Determination Date.

         (b)      A claimant may obtain review of an adverse determination by
                  filing a written notice of appeal with the Plan Administrator
                  within sixty (60) days after the Determination Date or, if
                  later, within sixty (60) days after the receipt of a written
                  notice denying the claim. The Plan Administrator shall then
                  appoint one or more persons, whether or not connected with the
                  Company, who shall conduct a full and fair review. As part of
                  such review, the claimant shall have the right:

                  (i)      to be represented by a spokesman;

                  (ii)     to present a written statement of facts and of the
                           claimant's interpretation of any pertinent document,
                           statute or regulation; and

                  (iii)    to receive a prompt written decision clearly setting
                           forth findings of fact and the specific reasons for
                           the decision written in a manner calculated to be
                           understood by the claimant and containing specific
                           reference to pertinent Plan provisions on which the
                           decision is based.

                  A decision shall be rendered no more than thirty (30) days
                  after the request for review, except that such period may be
                  extended for an additional thirty (30) days if the person or
                  persons reviewing the claim determine that special
                  circumstances, including the advisability of a hearing,
                  require such extension. All applicable governmental
                  regulations regarding claims and review shall be observed by
                  the Plan Administrator in connection with its administration
                  of the Plan.

         9. AMENDMENT OF DISCONTINUANCE. The Human Resources and Compensation
Committee of the Board of Directors of the Company reserves the right to amend,
suspend or discontinue the Plan at any time for whatever reasons it may deem
appropriate. No such amendment, suspension or termination, however, may reduce
the benefits payable hereunder to the extent that such benefits are fully vested
and non-forfeitable pursuant to Section 6 hereof on the date of such amendment,
suspension or termination. The Company hereby makes a contractual commitment on
behalf of itself and its successors to pay the benefits accrued under the Plan.

         10. PLAN UNFUNDED. The benefits payable under the Plan shall not be
funded, but shall be payable out of the general funds of the Company when and as
benefits become payable.



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         11. NO CONTRACT OF EMPLOYMENT. Nothing contained in the Plan shall be
construed as a contract of employment between the Company and an employee or as
a right of any employee to be continued in the employment of the Company or as a
limitation on the right of the Company to discharge any employee, with or
without cause.

         12. INALIENABILITY OF BENEFITS. To the maximum extent permitted by law,
benefits under the Plan may not be assigned or hypothecated, and no such
benefits shall be subject to legal process or attachment for the payment of any
claims against any person entitled to receive the same.

         13. GOVERNING LAW. The Plan shall be interpreted and enforced in
accordance with the laws of the State of Maine.

         14. EFFECTIVE DATE. The Effective Date of this amended and restated
Plan shall be February 26, 1999.

IN WITNESS WHEREOF, the Company has caused this Plan document to be executed by
its duly authorized officer as of February 26, 1999.


                                       BOWATER INCORPORATED


                                       By: /s/ James T. Wright
                                           -------------------------------------
                                       Name: James T. Wright
                                       Title:  Vice President - Human Resources
                                       Date Signed: June 2, 1999



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