CHANGE IN CONTROL AGREEMENT


         THIS AGREEMENT,  made as of the 1st day of August, 1997, by and between
Bowater Incorporated, a Delaware corporation having a mailing address of 55 East
Camperdown Way, Greenville, South Carolina 29601 (the "Corporation"), and Arthur
D. Fuller of 111 Rapid River Trail, Greenville, SC 29615 (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"  shall mean any Person who is or becomes a
                  beneficial  owner" (as defined in Rule 13d-3 of the Securities
                  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act") of
                  securities  of the  Corporation  representing  twenty  percent
                  (20%)   or  more  of  the   combined   voting   power  of  the
                  Corporation's then outstanding voting securities,  unless such
                  Person has filed Schedule 13G and all required amendments

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                                      -2-

                  thereto with  respect to its  holdings  and  continues to hold
                  such  securities  for investment in a manner  qualifying  such
                  Person to utilize Schedule 13G for reporting of ownership.

         (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 Exchange  Act, as in effect on the date
                  hereof.

         (c)      "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.

         (d)      "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.

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                                      -3-

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

         (f)      "Continuing  Directors" shall mean any member of the Board who
                  was a  member  of the  Board  immediately  prior  to the  date
                  hereof, and any successor of a Continuing  Director while such
                  successor  is a member of the  Board  who is not an  Acquiring
                  Person or an Affiliate or Associate of an Acquiring  Person or
                  of any such  Affiliate  or  Associate  and is  recommended  or
                  elected to succeed  the  Continuing  Director by a majority of
                  the Continuing Directors.

         (g)      "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.

         (h)      "Good Reason" shall mean:

                  (i)      an adverse change in the Executive's  status,  duties
                           or   responsibilities   as  an   executive   of   the
                           Corporation  as in  effect  immediately  prior to the
                           Change in Control,  provided that the Executive shall
                           have  given  the  Corporation  written  notice of the
                           alleged adverse change and the Corporation shall have
                           failed to cure such  change  within  thirty (30) days
                           after its receipt of such notice;

                   (ii)    failure  of the  Corporation  to pay or  provide  the
                           Executive in a timely  fashion the salary or benefits
                           to  which  he  is  entitled   under  any   Employment
                           Agreement  between the  Corporation and the Executive
                           in effect on the date of the  Change in  Control,  or
                           under  any  benefit  plans or  policies  in which the
                           Executive was participating at the time of the Change
                           in  Control  (including,   without  limitation,   any
                           incentive,  bonus,  stock option,  restricted  stock,
                           health, accident, disability, life insurance, thrift,
                           vacation pay,  deferred  compensation  and retirement
                           plans or policies);

                   (iii)   the reduction of the Executive's  salary as in effect
                           on the date of the Change in Control;

                   (iv)    the   taking  of  any   action  by  the   Corporation
                           (including   the   elimination   of  a  plan  without
                           providing substitutes therefor,  the reduction of the
                           Executive's  awards thereunder or failure to continue
                           the  Executive's  participation  therein)  that would
                           substantially  diminish the aggregate projected value
                           of the
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                                      -4-


                           Executive's    awards   or    benefits    under   the
                           Corporation's  benefit plans or policies described in
                           Section   1(h)(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(h)  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(h)(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.

          (i)     "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.

          (j)     "Person"   shall  mean  any   individual,   corporation,
                  partnership, group, association or other "person" as such term
                  is used in Section 13(d) and 14(d) of the Exchange Act.


 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 

<PAGE>
                                      -5-


                  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  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:

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                                      -6-

                    (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 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  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.
<PAGE>
                                      -7-
                           (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  ADeferred   Payment   Election@).   A  Deferred  Payment
                  Election,  once  made,  cannot  be  revoked  except  during an
                  Election  Period;  provided,   however,  no  Deferred  Payment
                  Election  can be made or  revoked by the  Executive  during an
                  Election  Period that occurs after a Change in Control or at a
                  time when,  in the  judgment of the  Corporation,  a Change in
                  Control  may occur  within  sixty  (60) days of such  Election
                  Period.

                  (c) The Corporation  shall pay or provide to the Executive or
                  his  surviving  spouse or  children,  as the case may be, such
                  amounts  and  benefits  as may be required so that the pension
                  and other  post-retirement  benefits paid or made available to
                  the  Executive,  his  surviving  spouse,  and his children are
                  equal to those,  if any,  which would have been paid under the
                  Corporation's  Basic and Supplemental  Pension (Benefit) Plans
                  in effect immediately prior to the Change in Control, assuming
                  the Executive  continued in the employ of the  Corporation  at
                  the same  compensation  until  the  third  anniversary  of the
                  effective  date  of  the   termination   of  the   Executive's
                  employment or until his Normal  Retirement Date,  whichever is
                  earlier.  Notwithstanding any conflicting  restrictions in the
                  Plans  or the  fact  of  the  termination  of the  Executive's
                  employment,  until the Executive's Normal Retirement Date, the
                  Executive  or his  surviving  spouse  and his  children  shall
                  maintain a  continuing  right to receive the pension and other
                  benefits  under the above  Plans with  payments  to begin upon
                  retirement   and  to  elect  an  imputed   retirement  on  the
                  Executive's 50th birthdate or any of his birthdates thereafter
                  until his Normal  Retirement Date, such election to be made by
                  so  notifying  the  Corporation  within  one  (1)  year  after
                  termination of his employment.

<PAGE>
                                      -8-

         (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
                           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 

<PAGE>


                  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.


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  

<PAGE>

                                      -10-

         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  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.

<PAGE>
                                      -11-
 

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.


12.      SUPERSEDURE

         This Agreement shall cancel and supersede any and all prior  agreements
         between  the  Executive  and  the   Corporation   entitled   "Severance
         Agreement" or "Change in Control Agreement".


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be

executed as of the day and year first above written.


BOWATER INCORPORATED


By   /s/ Arnold M. Nemirow                               /s/ Arthur D. Fuller
   ---------------------------------              ------------------------------
         Arnold M. Nemirow                                    Arthur D. Fuller
Its: Chairman, President and
      Chief Executive Officer