Benefits Equalization Plan

EXHIBIT 10.28.1


FIRST AMENDMENT TO THE BOWATER INCORPORATED
BENEFITS EQUALIZATION PLAN


The Bowater Incorporated Benefits Equalization Plan is hereby amended, effective January 1, 1996, by adding the following to the end of Section 6:


"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" 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
Company representing twenty percent (20%) or more of
the combined voting power of the Company's then
outstanding voting securities, unless such Person has
filed Schedule 13G and all required amendments
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.


(ii) "Affiliate ...