Fifth Amendment To The Benefits Equalization Plan

Exhibit 10.2

Fifth Amendment to the

Bowater Incorporated Benefits Equalization Plan As Amended and Restated Effective February 26, 1999

WHEREAS , Bowater Incorporated (the " Company" ) previously amended and restated the Bowater Incorporated Equalization Plan as of February 26, 1999 (the " Plan" ); WHEREAS, Section 9 of the Plan permits the Human Resources and Compensation Committee of the Board of Directors of the Company (the " HRCC" ) to amend the Plan; and

WHEREAS, the HRCC desires to amend the Plan to: (1) beginning January 1, 2008 cease participation, benefit accrual and compensation increases for any Participant who is actively employed and who is also a participant in the Supplemental Benefit Plan for Designated Employees of Bowater Incorporated, and (2) effective as of October 29, 2007, provide that all retirement benefits payable to such Participants will be subject to Code Section 409A and will be payable in a lump sum upon the earlier of (A) the Participant' s " separation from service" (within the meaning of Code Section 409A and the Treasury Regulations promulgated thereunder), subject to a six-month delay in payment for any Participant determined to be a " key employee" (within the meaning of Code Section 409A and the Treasury Regulations promulgated thereunder), or (B) upon an in-service payment date if elected by such employee; and

WHEREAS, the HRCC desires to further amend the Plan to treat two specified Participants as having ten years of service for purposes of entitlement to benefits under this Plan. NOW, THEREFORE, the Plan is amended in the following respects. Except as otherwise noted below, the amendments are effective as of October 29, 2007.

1. Section 1 is amended in its entirety to read as follows: " 1. Purpose of the Plan. The purpose of the Bowater Incorporated Benefits Equalization Plan (the ' Plan' ) is to provide benefits payable out of the general assets of Bowater Incorporated (the ' Company' ) to a select group of management or highly compensated employees participating in the Bowater Incorporated Retirement Plan (hereinafter sometimes referred to as the ' Funded Plan' ) whose benefits under the Funded Plan are limited by the application of Section 415 and/or Section 401(a)(17) of the Internal Revenue Code of 1986. The Plan was first adopted as of August 22, 1990. The Plan was restated as of February 26, 1999, to incorporate all amendments that had been made as of such date.

Notwithstanding any other provision of the Plan to the contrary, effective as of December 31, 2004, any amounts that are earned and deferred under the Plan, but not vested as of December 31, 2004 shall be subject to Internal Revenue Code (the ' Code' ) Section 409A and the Treasury Regulations promulgated thereunder. For such amounts, the Plan shall be interpreted and administered consistent with Code Section 409A and the Treasury Regulations promulgated thereunder. Any amounts that are earned, deferred and vested under the Plan as of December 31, 2004 are ' grandfathered' (within the meaning of, and as determined in accordance with, Code Section 409A and the Treasury Regulations thereunder). Therefore, such grandfathered amounts are not subject to Code Section 409A. Effective as of October 29, 2007, for any Participant who is actively employed and who is also a participant in the Supplemental Benefit Plan for Designated Employees of Bowater Incorporated (the ' SERP' ), any such remaining grandfathered amounts shall be brought into compliance with Code Section 409A and the Treasury Regulations (including related transitional guidance).

Beginning January 1, 2007, the Plan was frozen to new, otherwise eligible employees and to active participants who, as of December 31, 2006, were less than age 55 and whose age plus years of service totaled less than 70. The Plan, as may be amended from time to time, was continued for participants who, as of December 31, 2006, were age 55 or older or whose age plus years of service equaled or exceeded 70.

Beginning January 1, 2008, the Plan will be frozen to all active participants who are actively employed and who are also participants in the SERP."

2. Section 3 is amended in its entirety to read as follows:

" 3. ...