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                                                                    EXHIBIT 10.2

                           CHANGE IN CONTROL AGREEMENT


         THIS AGREEMENT, made as of the 1st day of August, 1998, 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
H. Dorton of 10 Hidden Oak, Simpsonville, SC 29681 (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 members of the Board who are Board members
                  before the Person becomes Beneficial Owner, directly or
                  indirectly, of Common Stock representing




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                  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 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.


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         (e)      "Change in Control" of the Corporation shall be deemed to have
                  occurred if:

                  (i)      any Person is or becomes an Acquiring Person;

                  (ii)     less than two-thirds (2/3) of the total membership of
                           the Board shall be Continuing Directors; or

                  (iii)    the stockholders of the Corporation shall approve a
                           merger or consolidation of the Corporation or a plan
                           of complete liquidation of the Corporation or an
                           agreement for the sale or disposition by the
                           Corporation of all or substantially all of the
                           Corporation's assets.

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

         (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 


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                           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;

                  (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.


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         (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 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 


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                  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 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 


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                           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 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 


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                  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 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
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                           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.

         (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.



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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 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 


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         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.


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/ Richard F. Frisch                                /s/ James H. Dorton
   ----------------------------------                   ------------------------
       Richard F. Frisch                                    James H. Dorton
Its: Vice President - Human Resources