Exhibit 10.8**CHANGE IN CONTROL AGREEMENT**     **THIS AGREEMENT**, made as of the 25th day of January 2006, by and betweenBowater Incorporated, a Delaware corporation having a mailing address of 55 East Camperdown Way,P.O. Box 1028, Greenville, South Carolina 29602 (the “Corporation”), and Joseph B. Johnson of 208Northbrook Way, Greenville, South Carolina 29615 (the “Executive”).     **WHEREAS**, the Corporation considers it essential to the best interests of its stockholders tofoster the continued employment of key management personnel; and     **WHEREAS**, the uncertainty attendant to a change in control of the Corporation may result in thedeparture or distraction of management personnel to the detriment of the Corporation and itsstockholders; and     **WHEREAS**, the Board of Directors of the Corporation (the “Board”) has determined thatappropriate steps should be taken to reinforce and encourage the continued attention and dedicationof members of the Corporations’ management, including Executive, to their assigned duties in theevent of a change in control of the Corporation.     **NOW THEREFORE**, it is hereby agreed 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 theTermination 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 onbehalf 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 yearended prior to the Termination Date.  (b) “Acquiring Person” shall mean the Beneficial Owner, directly or indirectly, ofsecurities representing 20% or more of the combined voting power of the Corporation’sthen outstanding securities, not including (except as provided in clause (i) of thenext sentence) securities of such Beneficial Owner acquired pursuant to an agreementallowing the acquisition of up to and including 50% of such voting power approved bytwo-thirds of the members of the Board who are Board members before the Person becomesBeneficial Owner, directly or indirectly, of securities representing 5% or more of thecombined voting power of the Corporation’s then outstanding securities.Notwithstanding the foregoing, (i) securities acquired pursuant to an agreementdescribed in the preceding sentence will be included in determining whether aBeneficial Owner is an Acquiring Person if, subsequent to the approved acquisition, theBeneficial Owner acquires 5% or more of such voting power other than pursuant to suchan 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 respectto such Person’s status as a Beneficial Owner of all securities of the Corporationof which the Person is a Beneficial Owner.  (c) “Affiliate” and “Associate” shall have the respective meanings ascribed to suchterms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act, as ineffect on the date hereof.  (d) “Base Amount” shall mean the greater of (i) the Executive’s annual base salaryat the rate in effect immediately prior to the Change in Control and (ii) theExecutive’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 ownssuch securities, directly or indirectly, or (ii) a Person who has the right to acquiresuch securities (whether such right is exercisable immediately or only with the passageof time) pursuant to any agreement, arrangement or understanding (whether or not inwriting) or upon the exercise of conversion rights, exchange rights, warrants, optionsor otherwise.  (f) “Bonus Amount” shall mean an amount equal to the Executive’s target amount(100% times salary grade bonus percentage times base salary) under the Corporation’sannual or other short term cash incentive plans in effect immediately prior to theChange in Control for the fiscal year in which the Change in Control occurred or, ifhigher, the target amount under such plans in effect at the Termination Date based onthe Executive’s then base salary and position.  (g) “Cause” shall mean and be limited to the Executive’s gross negligence, willfulmisconduct or conviction of a felony, which has a demonstrable and material adverseeffect upon the Corporation; provided that if Cause exists by virtue of the Executive’sgross negligence or willful misconduct that is capable of being cured, the Corporationshall give the Executive written notice of the alleged negligence or misconduct and ifthe Executive cures the negligence or misconduct within thirty (30) days after receiptof the notice, such Cause shall cease to exist and the Corporation shall not terminatethe Executive’s employment therefor. The Executive shall be deemed to have beenterminated for Cause as of the effective date stated in a Notice of Terminationdelivered by the Corporation to the Executive, which shall not be delivered before theend 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 dulyadopted by the affirmative vote of not less than three-quarters (3/4) of the membershipof the Board after reasonable notice to the Executive and an opportunity for theExecutive, with the Executive’s counsel present, to be heard before the Board, findingthat, in the good faith opinion of the Board, the
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   Executive was guilty of conduct constituting Cause hereunder and setting forth inreasonable detail the facts and circumstances claimed to provide the basis for theExecutive’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 orother Person, unless, immediately following such merger, consolidation orreorganization, (A) at least 50% of the combined voting power of theoutstanding securities of the resulting entity would be held in the aggregateby 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 AcquiringPerson, or who would be an Acquiring Person if 5% were substituted for 20% inthe definition of such term, shall not be counted as securities held by thestockholders of the Corporation, but shall be counted as outstanding securitiesfor purposes of this determination), or (B) at least 50% of the board ofdirectors or similar body of the resulting entity are Continuing Directors;  (iii) the date the Corporation sells or otherwise transfers all orsubstantially all of the Corporation’s assets to another corporation or otherPerson, unless, immediately following such sale or transfer, (A) at least 50%of the combined voting power of the outstanding securities of the acquiringentity would be held in the aggregate by the stockholders of the Corporation asof the record date for such approval (provided that securities held by anyindividual or entity that is an Acquiring Person, or who would be an AcquiringPerson if 5% were substituted for 20% in the definition of such term, shall notbe counted as securities held by the stockholders of the Corporation, but shallbe counted as outstanding securities for purposes of this determination), or(B) at least 50% of the board of directors or similar body of the acquiringentity are Continuing Directors; or  (iv) the date on which less than 50% of the total membership of theBoard 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 memberof the Board immediately prior to the date of the event that would constitute a Changein Control, and any successor of a Continuing Director while such successor is a memberof 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 electedto succeed the Continuing Director by a majority of the Continuing Directors.  (k) “Corporation” shall mean Bowater Incorporated; provided that, if the Executiveis employed by a subsidiary of the Corporation, “Corporation” shall mean suchsubsidiary of the Corporation for purposes of references to the Executive’scompensation and benefits, and the plans, programs and arrangements pursuant to whichcompensation and benefits are provided.  (l) “Disability” shall mean a physical or mental condition that is defined as adisability in the Corporation’s long term disability insurance plan covering theExecutive immediately prior to the Change in Control.  (m) “Employer Match” shall mean an amount equal to the maximum matchingcontribution the Corporation could have made (regardless of actual circumstances) onthe Executive’s behalf to the Corporation’s Statutory and non-Statutory definedcontribution or savings plans for the fiscal year in which the Change in Controloccurred, or, if higher, the maximum matching contribution the Corporation could havemade for the fiscal year in which the Executive’s employment terminated.  (n) “Exchange Act” shall mean the United States Securities Exchange Act of 1934, asamended.  (o) “Good Reason” shall mean: (i) a change in the Executive’s status, title, position orresponsibilities (including in reporting line relationships) that, in theExecutive’s reasonable judgment, represents a substantial adverse change fromthe Executive’s status, title, position or responsibilities as in effect at anytime within 180 days preceding the date of a Change in Control or at any timethereafter; the assignment to the Executive of any duties or responsibilitiesthat, in the Executive’s reasonable judgment, are inconsistent with theExecutive’s status, title, position or responsibilities as in effect at anytime within 180 days preceding the date of a Change in Control or any timethereafter; or any removal of the Executive from or failure to reappoint orreelect the Executive to any office or position held prior to the Change inControl, except in connection with the termination of the Executive’semployment for Disability, Cause, as a result of the Executive’s death or bythe Executive other than for Good Reason;  (ii) the failure by the Corporation to provide the Executive withcompensation and benefits, in the aggregate, at least equal (in terms ofbenefit levels and/or reward opportunities which opportunities will beevaluated in light of the performance requirements therefor) to those providedfor under the
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   employee compensation and benefit plans, programs and practices in which theExecutive was participating at any time within one-hundred eighty (180) dayspreceding the date of a Change in Control or at any time thereafter;  (iii) the reduction of the Executive’s salary as in effect on thedate of the Change in Control or any time thereafter;  (iv) a failure by the Corporation to obtain from any Successor itsassent to this Agreement contemplated by Section 11 hereof; or  (v) the relocation of the principal office at which the Executiveis to perform services on behalf of the Corporation to a location more thanthirty-five (35) miles from its location immediately prior to the Change inControl or a substantial increase in the Executive’s business travelobligations subsequent to the Change in Control. (p) “Notice of Termination” shall mean a notice sent by either the Executive or theCorporation to the other party terminating the Executive’s employment as of a certaindate 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 theExchange Act.  (r) “Pro Rata Bonus” shall mean an amount equal to the Bonus Amount multiplied by afraction, the numerator of which is the number of months and partial months through theTermination 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 taxlaw), 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 assetsof the Corporation.  (u) “Termination Date” shall mean (i) in the case of the Executive’s death, thedate of death, (ii) in the case of a termination by the Executive in accordance withSection 3, the last day of employment as set forth in the Notice of Termination givenby the Executive, (iii) in the case of a termination by the Corporation for Cause, adate not less than thirty (30) days after receipt of the Notice of Termination by theExecutive, (iv) in the case of a termination by the Corporation due to the Executive’sDisability, the date not less than thirty (30) days after receipt of the Notice ofTermination by the Executive, provided that the Executive shall not have returned tothe 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 theExecutive’s employment (an Executive receiving periodic severance pay is notconsidered 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 thedate the Executive’s employment is terminated (an Executive being paid periodic severancebenefits is no longer considered employed for these purposes); provided, however, that ifthe Executive’s employment is terminated following, or in anticipation of, a Change inControl, the term shall continue in effect until all payments and benefits have been made orprovided to the Executive hereunder. 3. EXECUTIVE’S RIGHT OF TERMINATION   After a Change in Control and for thirty-six (36) months thereafter, the Executive shallhave the right to terminate employment for Good Reason by sending a Notice of Termination tothe Corporation setting forth in reasonable detail the facts and circumstances claimed toconstitute Good Reason. If the Executive’s employment is terminated in accordance with theprovisions of this Section 3, the Executive shall be entitled to the compensation andbenefits 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 followingcompensation and benefits:     (a) If the Executive’s employment is terminated (i) by the Corporation for Cause orDisability, (ii) by reason of the Executive’s death or (iii) by the Executive other than inaccordance with Section 3, the Corporation shall pay to the Executive the AccruedCompensation and, if such termination is other than by the Corporation for Cause, the ProRata Bonus, computed as of the applicable Termination Date.     (b) If the Executive’s employment with the Corporation shall be terminated (x) by theCorporation for any reason other than for Cause or Disability, (y) other than by reason ofthe Executive’s death, or (z) by the Executive pursuant to the provisions of Section 3, theExecutive 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 one (1) times the Base Amount;  (iii) an amount equal to one (1) times the Bonus Amount;  (iv) an amount equal to one (1) times the Employer Match;
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 (v) An amount equal to 10% of the Base Amount for certain lostbenefits;  (vi) An amount equal to the present value of the additionalretirement benefits the Executive would have earned under the Corporation’sdefined contribution or savings plans (excluding the Employer Match) for theone (1) year following the Termination Date, computed assuming the following: (A) the Executive’s salary continues at the BaseAmount with a bonus equal to the Bonus Amount; and  (B) vesting requirements are waived; (vii) As of the Executive’s Termination Date, or, if later, whenthe Executive attains age fifty (50), the Executive (and the Executive’sspouse or surviving spouse and dependents) will be provided the retiree healthcare and life insurance coverage provided by the Corporation to executiveretirees as of the date of the Change in Control. If and to the extent thatthe benefits described in this paragraph cannot be provided under theCorporation’s plans or programs without the benefits provided thereunder beingtaxable to the Executive, the Corporation shall procure an insurance policy orpolicies on substantially similar terms and conditions for the Executive andthe Executive’s spouse or surviving spouse and dependents, or if such policyor policies cannot be obtained, shall provide a lump sum payment equal to thevalue of the lost benefits, provided that if any of the foregoing benefits orpayment is determined to be deferred compensation subject to Code Section409A, benefits shall be provided or payment shall be made in accordance withCode Section 409A or any guidance issued thereunder; and  (viii) The Corporation shall pay for or provide the Executive individualout-placement assistance as offered by a member firm of the Association ofOut-Placement Consulting Firms.  Unless otherwise required in the next paragraph, amounts payable pursuant to subsections(b)(i) – (vi) shall be made in a lump sum as soon as administratively feasible following theExecutive’s Termination Date, but in no event shall payment be made later than March 15following the calendar year of the Executive’s Termination Date, unless otherwise requiredby Internal Revenue Code Section 409A or any guidance issued thereunder.   Any amounts payable under this Agreement that are determined to be vested deferredcompensation under Code Section 409A shall be paid in a lump sum as of the first day of theseventh month following the Executive’s Termination Date.
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5. EXCISE TAX GROSS-UP   If any payment or benefit made available to the Executive in connection with a Change inControl (including, without limitation, any payment made pursuant to any long-term incentiveplans, stock option or equity participation right plans) or termination of the Executive’semployment 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 theExecutive additional amounts (the “Gross Up Amounts”) such that the total amount of allChange in Control Payments net of the Excise Tax shall equal the total amount of all Changein Control Payments to which the Executive would have been entitled if the Excise Tax hadnot been imposed. For purposes of this Section 5, the term “Excise Tax” shall mean the taximposed 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 anationally recognized firm of certified public accountants (other than the firm that auditedthe financial statements of the Corporation for the most recently preceding fiscal year)selected by the individual holding the position of Chief Financial Officer immediatelybefore the Change in Control or such officer’s designee, at any time that the Executive isto receive a Change in Control Payment. The Gross Up Amounts will be based upon thefollowing 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 parachutepayments” shall be deemed to be subject to the Excise Tax except to the extent that, inthe opinion of the certified public accountants charged with estimating the Gross UpAmounts for the Executive under this Section 5, such Change in Control Payments are notsubject to the Excise Tax; and  (b) the Executive shall be deemed to pay federal, state and local taxes at thehighest marginal rate of taxation for the applicable calendar year.  The estimated Gross Up Amount due the Executive with respect to any Change in ControlPayment pursuant to this Section 5 shall be paid to the Executive in a lump sum not laterthan thirty (30) business days after such Change in Control Payment is provided to theExecutive. In the event that the Gross Up Amount is less than the amount actually due tothe Executive under this Section 5, the amount of any such shortfall shall be paid to theExecutive within ten (10) days after the existence of the shortfall is discovered. In theevent the Gross Up Amount is more than the amount actually due the Executive under thisSection 5, the Executive shall repay the amount of such overpayment to the Corporationwithin a reasonable time after the overpayment is discovered. 7. NO MITIGATION REQUIRED   The Executive shall not be required to mitigate the amount of any payment provided for inthis Agreement, nor shall any payment or benefit provided for in this Agreement be
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  offset by any compensation earned by the Executive as the result of employment by anotheremployer, by retirement benefits, or be offset against any amount claimed to be owed by theExecutive to the Corporation, or otherwise. 8. INTEREST   If any payment to the Executive required by this Agreement is not made within the time forsuch payment specified herein, the Corporation shall pay to the Executive interest on suchpayment at the legal rate payable from time to time upon judgments in the State of Delawarefrom the date such payment is payable under the terms hereof until paid. 9. NON-COMPETE CANCELLATION   If the Executive is entitled to the payments and benefits described in Section 4(b), thenany agreement by the Executive not to compete with the Corporation or its Affiliates afterthe Executive’s Termination Date shall be null and void and any such agreement shall bedeemed to be amended accordingly. 10. EXECUTIVE’S EXPENSES   The Corporation shall pay or reimburse the Executive for all costs, including reasonableattorney’s, accountants’ and actuary’s fees and expenses, incurred by the Executive (i) toconfirm the Executive’s rights to and amounts of payments hereunder, (ii) to contest ordispute any termination of the Executive’s employment following a Change in Control or seekto obtain or enforce any right or benefit provided by this Agreement in litigation orarbitration, or (iii) in connection with any audit by a taxing authority related to anypayment or benefit hereunder, or any subsequent contest or litigation relating to the taxtreatment of such payment or benefit. Upon demand therefor, the Corporation shall advanceto the Executive any amount as to which the Executive reasonably believes he will beentitled pursuant to this Section 10 for costs that the Executive has incurred or will incurduring the ninety (90) days following such demand. 11. BINDING AGREEMENT   This Agreement shall inure to the benefit of and be enforceable by the Executive, and theExecutive’s heirs, executors, administrators, successors and assigns. This Agreement shallbe binding upon the Corporation, its Successors and assigns. The Corporation shall requireany 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 anysuch succession. 12. NOTICE   Any notices and all other communications provided for herein shall be in writing and shallbe delivered personally or sent by facsimile transmission (with written confirmation sent atthe same time), prepaid air courier or prepaid certified or registered mail. Any suchnotice shall be deemed to have been given (a) when received, if delivered in person, sent byfacsimile transmission, or sent by prepaid air courier, or (b) three (3) business
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  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 pageof this Agreement or to such other address as either party may have furnished to the otherin writing in accordance herewith, except that notices of change of address shall beeffective only upon receipt. All notices to the Corporation shall be addressed to theattention of the Board with a copy to the General Counsel. 13. SOLE SEVERANCE; OTHER BENEFITS   If the Executive is paid the entitlements due under Section 4(b), such payments shall be inlieu of any other severance amounts to which the Executive may be entitled under any otherseverance arrangement, including under any employment agreement, severance pay plan, orapplicable legislation entitling the Executive to severance benefits. However, the partiesacknowledge that the benefits paid hereunder are only exclusive as to other severancepayments and that the Executive may be entitled to other benefits or payments triggered by aChange in Control under certain other of the Corporation’s benefit or compensationarrangements, including, without limitation, any long term incentive plans or stock optionplans. 14. AMENDMENTS; WAIVERS   No provision of this Agreement may be modified, waived or discharged except in a writingspecifically referring to such provision and signed by the party against which enforcementof such modification, waiver or discharge is sought. No waiver by either party hereto of thebreach of any condition or provision of this Agreement shall be deemed a waiver of any othercondition or provision at the same or any other time. 15. GOVERNING LAW   The validity, interpretation, construction and performance of this Agreement shall begoverned by the substantive laws of the State of Delaware without regard to the choice oflaw provisions thereof. 16. VALIDITY   The invalidity or unenforceability of any provision of this Agreement shall not affect thevalidity or enforceability of any other provision of this Agreement, which shall remain infull force and effect. 17. ARBITRATION   If the Executive so elects, any dispute or controversy arising under or in connection withthis Agreement shall be settled exclusively by arbitration in Greenville, South Carolina, orat the Executive’s election in the city nearest to the Executive’s principal residence thathas an office of the American Arbitration Association, by one arbitrator in accordance withthe rules of the American Arbitration Association then in effect. Judgment may be entered onthe arbitrator’s award in any court having jurisdiction. The Corporation hereby waives itsright to contest the personal jurisdiction or venue of any
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  court, federal or state, in an action brought to enforce this Agreement or any award of anarbitrator hereunder which action is brought in the jurisdiction in which such arbitrationwas conducted, or, if no arbitration was elected, in which arbitration could have beenconducted pursuant to this Section 17. 18. COUNTERPARTS   This Agreement may be executed in one or more counterparts, each of which shall be deemed tobe 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 dayand year first above written.         BOWATER INCORPORATED           By: /s/ James T. Wright          8/2/06           Name: James T. Wright    Title: Sr. Vice President – Human Resources           /s/ Joseph B. Johnson         Name: Joseph B. Johnson  
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