Second Amendment/incentive Benefits Equalization

EXHIBIT 10.36.2


SECOND AMENDMENT
TO THE
BOWATER INCORPORATED
BENEFITS EQUALIZATION PLAN


WHEREAS, Bowater Incorporated, a Delaware corporation (the "Company"), established the Bowater Incorporated Benefits Equalization Plan (the "Plan"), effective August 22, 1990; and


WHEREAS, the Company desires to amend the Plan to change the definition of "Change in Control," thereunder;


NOW, THEREFORE, Section 6 of the Plan is hereby amended, effective April 15, 1998, by deleting the section added by the First Amendment and replacing it with the following:


"Anything in this Plan to the contrary notwithstanding, upon and
following a Change in Control, an Eligible Employee shall have a
non-forfeitable interest in benefits payable under the Plan. The
following definitions apply for purposes of this Section 6:


(i) 'Acquiring Person' means, the Beneficial Owner, directly or
indirectly, of Common Stock representing 20% or more of the
combined voting power of the Company's then outstanding
securities, not including (except as provided in clause (A) 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 Company's then outstanding
securities. Notwithstanding the foregoing, (A) 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 (B) 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 Company of which the Person is a
Beneficial Owner.


(ii) '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.


(iii) A 'Beneficia ...