<PAGE>   1
                                                                    EXHIBIT 10.4

                                 FIRST AMENDMENT
                           CHANGE IN CONTROL AGREEMENT

         THIS FIRST AMENDMENT, made as of this 26th day of February, 1999, by
and between BOWATER INCORPORATED, a Delaware corporation having a mailing
address of 55 East Camperdown Way, Greenville, South Carolina 29602 (the
"Corporation"), and ___________________ of _______________________________ (the
"Executive").

         WHEREAS, the Corporation and the Executive entered into a Change in
Control Agreement dated April 1, 1996 (the "Agreement") and

         WHEREAS, in consideration of the grant of an Equity Participation Right
Award to Executive as of February 22, 1999, for 1,000 units at a grant price of
$39.78, the Executive has agreed to amend the definition of "Change in Control"
in the Agreement.

         NOW THEREFORE, the Agreement is amended as follows:

1.       Section 1(a) of the Agreement is amended to read as follows:

         "(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 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."

2.       Section 1(b) is amended to read as follows:

         "(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."


<PAGE>   2

3.       A new Section 1(c) is added to the Agreement as follows, and succeeding
subsections are redesignated accordingly:

         "(c)     "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."

4.       Section 1(e) (as redesignated) of the Agreement is amended to read as
follows:

         "(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 an 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



                                       2
<PAGE>   3

                           least 50% of the board of directors or similar body
                           of the resulting entity are Continuing Directors; or

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

5.       Section 1(g) (as redesignated) of the Agreement is amended to read as
follows:

         "(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."

6.       Section 1(k) (as redesignated) of the Agreement is amended to read as
follows:

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

         Except as hereby amended, all other provisions of the Agreement shall
remain in full force and effect.

         IN WITNESS WHEREOF, the parties have caused this First Amendment to be
executed as of the day and year first above written.

BOWATER INCORPORATED

By: ___________________________________      ___________________________________
Name:__________________________________      Name: _____________________________
Title:_________________________________      Date Signed: ______________________
Date Signed:___________________________





                                       3
<PAGE>   4


                            SCHEDULE TO EXHIBIT 10.4

                                 FIRST AMENDMENT
                          CHANGE IN CONTROL AGREEMENTS


     NAME                                        DATE OF AGREEMENT

Anthony H. Barash                                    02/26/99
James H. Dorton                                      02/26/99
Arthur D. Fuller                                     02/26/99
Jerry R. Gilmore                                     02/26/99
Richard K. Hamilton                                  02/26/99
Steven G. Lanzl                                      02/26/99
R. Donald Newman                                     02/26/99
Wendy C. Shiba                                       02/26/99