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                                                                    EXHIBIT 10.8

                                 FIRST AMENDMENT
                                       TO
                          AGREEMENT DATED JULY 24, 1998


         This First Amendment to a certain Agreement dated July 24, 1998, by and
between David J. Steuart, of the City of Burlington, in the Province of Ontario
(hereinafter called the "Executive") and BOWATER INCORPORATED, a corporation
incorporated under the laws of Delaware (hereinafter called the "Corporation");

                                    RECITALS

         WHEREAS, the parties have previously entered an Agreement dated July
24, 1998 (the "Agreement"), to provide for the Executive's continued employment;

         WHEREAS, the Agreement provided for the amendment and termination of
certain employment agreements and in exchange therefore provided for certain
benefits in respect of the continued employment of the Executive during and
following such employment;

         WHEREAS, the Executive has continued his employment with the
Corporation through the date hereof and intends to continue such employment
indefinitely;

         WHEREAS, in recognition and appreciation of such continued employment,
the Corporation and the Executive have agreed to amend the Agreement to provide
for the immediate payment to the Executive of certain benefits which were
previously to be paid only upon the termination of such employment.

         NOW, THEREFORE, the parties hereto agree as follows:

         1.       The heading to Section 5 and Section 5(a) are hereby amended
                  and restated in their entirety as follows:

                  "5. Payment of Termination Benefit

                  (a) In recognition of the long service and experience of the
                  Executive in the business carried on by Bowater Canada the
                  Corporation will pay or cause Bowater Canada to pay to the
                  Executive a principal sum of $2 million (Canadian) together
                  with interest thereon, calculated daily from July 24, 1998 to
                  October 26, 2001, at a rate equal to the LIBOR one-year rate
                  as of July 24, 1998, for the period July 24, 1998, to December
                  31, 1998, as of January 1, 1999, and January 1, 2000, for
                  years 1999 and 2000, respectively, and as of January 1, 2001,
                  for the period from


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                  January 1, 2001, to October 26, 2001. Interest shall be
                  compounded annually."

         2.       Section 5(b) is hereby amended and restated in its entirety as
                  follows:

                  "(b) The Termination Benefit shall be paid to the Executive as
                       a lump sum payment."

         3.       This First Amendment may be signed in counterparts by each
                  party and, when both parties shall have so signed, this First
                  Amendment shall be effective and binding.

         4.       All other terms and conditions of the Agreement shall remain
                  the same.


         IN WITNESS WHEREOF, this First Amendment has been executed by the
parties hereto as of the day and year first above written.


                                        BOWATER INCORPORATED


                                        By /s/ Arnold M. Nemirow
                                           -------------------------------------
                                           Arnold M. Nemirow
                                           Chairman, President and
                                           Chief Executive Officer


Signed in the                       )
presence of:                        )

___________________________________ )      /s/ David J. Steuart
                                           -------------------------------------
Witness                             )      David J. Steuart
Name:_______________________________)
Date:  _____________________________)


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