8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 27, 2007

ABITIBIBOWATER INC.

(Exact name of Registrant as Specified in Charter)

Delaware	001-33776	98-0526415
(State or other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

AbitibiBowater Inc. 1155 Metcalfe Street, Suite 800 Montreal, Quebec Canada H3B 5H2
(Address of principal executive offices)	(Zip Code	)

Registrant’s telephone number, including area code: (514) 875-2160

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On November 27, 2007, Bowater Incorporated (“Bowater”), a subsidiary of AbitibiBowater Inc., entered into certain amendments to the Supplemental Benefit Plan for Designated Employees of Bowater Incorporated and Affiliated Companies, as amended (the “SERP”), the Bowater Incorporated Benefits Equalization Plan, as amended (the “Equalization Plan”), the Bowater Incorporated Retirement Plan, as amended (the “BIRP”), the Bowater Incorporated Retirement Savings Plan, as amended (the “Savings Plan”) and the Bowater Incorporated Supplemental Retirement Savings Plan (the “Supplemental Savings Plan”).

Supplemental Benefit Plan for Designated Employees of Bowater Incorporated and Affiliated Companies; Bowater Incorporated Benefits Equalization Plan

Under the amendments to the SERP and the Equalization Plan, the accrual of benefits will be frozen beginning January 1, 2008 and, for purposes of determining each participant’s benefits under the plans, each participant’s compensation under the plans will be frozen at the compensation level in effect on December 31, 2007. The plans are also being amended to comply with Internal Revenue Code Section 409A to offer each participant an opportunity to elect to receive a lump sum payment of his or her benefits as of a specified date in 2008. If the participant does not make the election, then the participant’s SERP and Equalization Plan benefits will remain in the plans until the participant terminates employment.

The SERP includes a non-compete provision. Under the amendment to the SERP, if a participant accepts the lump sum payment and then works for competitors of AbitibiBowater Inc., Bowater’s parent company, within five years following the participant’s departure from Bowater (without waiver of the non-compete provision by Bowater), the participant may lose certain benefits or be subject to legal action to limit the participant’s ability to take the competing position.

Bowater Incorporated Retirement Plan

Under the amendment to the BIRP, the accrual of benefits will be frozen as of December 31, 2007 and, for purposes of determining each participant’s benefits under the plan, each participant’s compensation under the plan will also be frozen at the compensation level in effect on December 31, 2007.

Bowater Incorporated Retirement Savings Plan

Under the amendment to the Savings Plan and effective January 1, 2008, all former participants under the SERP, the Equalization Plan and the BIRP will be eligible to earn an automatic company contribution under the Savings Plan. If the participant’s employment is involuntarily terminated for any reason other than “cause” during the 24 month period beginning on October 29, 2007 (the date on which the Abitibi-Consolidated and Bowater merger closed), the participant will become fully vested in his or her automatic company contribution upon the participant’s termination. Bowater will determine, in its discretion, what constitutes cause.

Bowater Incorporated Supplemental Retirement Savings Plan

Under the amendment to the Supplemental Savings Plan, participation will be extended to certain eligible employees and will permit those eligible employees to receive certain additional employer contributions and make salary deferrals under the plan. If the participant’s employment is involuntarily terminated for any reason other than “cause” during the 24 month period beginning on October 29, 2007 (the date on which the Abitibi-Consolidated and Bowater merger closed), the participant will become fully vested in his or her automatic company contribution upon the participant’s termination. The Supplemental Savings Plan was also amended to make additional changes in response to final Treasury Regulations promulgated under Internal Revenue Code Section 409A.

The foregoing descriptions of the amendments to the SERP, the Equalization Plan, the BIRP, the Savings Plan and the Supplemental Savings Plan do not purport to be complete and are qualified in their entirety by reference to the amendments, which are filed as exhibits hereto, and are incorporated herein by reference.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1	Sixth Amendment to the Supplemental Benefit Plan for Designated Employees of Bowater Incorporated and Affiliated Companies
10.2	Fifth Amendment to the Bowater Incorporated Benefits Equalization Plan
10.3	Seventh Amendment to the Bowater Incorporated Retirement Plan
10.4	Second Amendment to the Bowater Incorporated Retirement Savings Plan
10.5	First Amendment to the Bowater Incorporated Supplemental Retirement Savings Plan

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

ABITIBIBOWATER INC.
By:	/s/ James T. Wright
	Name: James T. Wright Title: Senior Vice President – Human Resources

Dated: December 3, 2007

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EXHIBIT INDEX

Exhibit No.	Description of Exhibit
10.1	Sixth Amendment to the Supplemental Benefit Plan for Designated Employees of Bowater Incorporated and Affiliated Companies
10.2	Fifth Amendment to the Bowater Incorporated Benefits Equalization Plan
10.3	Seventh Amendment to the Bowater Incorporated Retirement Plan
10.4	Second Amendment to the Bowater Incorporated Retirement Savings Plan
10.5	First Amendment to the Bowater Incorporated Supplemental Retirement Savings Plan

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EX-10.1

Exhibit 10.1

Sixth Amendment to the

Supplemental Benefit Plan for Designated Employees of

Bowater Incorporated and Affiliated Companies

As Amended and Restated Effective February 26, 1999

WHEREAS, Bowater Incorporated (the “Company”) previously amended and restated the Supplemental Benefit Plan for Designated Employees of Bowater Incorporated and Affiliated Companies as of February 26, 1999 (the “Plan”);

WHEREAS, Section 7.02 of the Plan permits the Human Resources and Compensation Committee of the Board of Directors of the Company (the “HRCC”) to amend the Plan;

WHEREAS, the HRCC desires to amend the Plan to: (1) beginning January 1, 2008 cease participation, benefit accrual and compensation increases for actively employed grandfathered participants (defined in Plan Section 2.05(c) per the Fifth Amendment to the Plan), (2) effective as of October 29, 2007, provide that all retirement benefits payable to active employees 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 (3) in consideration of the in-service payment option, expand the non-compete to include Abitibi Consolidated and its affiliates as they existed before October 29, 2007 and the employer’s remedies for a breach of the non-compete covenant; and

WHEREAS, the HRCC desires to further amend the Plan, effective as of the date of adoption, 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. The fourth paragraph, titled “Code Section 409A,” of the Preamble is amended in its entirety to read as follows:

“Code Section 409A

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, except as

hereafter provided. Effective as of October 29, 2007, any remaining grandfathered amounts for any actively employed Participant as of such date shall lose their grandfathered status and shall be brought into compliance with Code Section 409A and the Treasury Regulations (including related transitional guidance).”

2. The fifth paragraph, titled “Cessation of Participation,” of the Preamble is amended in its entirety to read as follows:

“Cessation of Participation

Beginning January 1, 2007, the Plan was frozen to new, otherwise eligible employees and to active participants who were less than age 55 and whose age plus years of service totaled less than 70, but who were not disabled (determined as of December 31, 2006). The Plan, as may be amended from time to time, was continued for participants who, as of December 31, 2006, were: (i) age 55 or older, (ii) whose age plus years of service equaled or exceeded 70, or (iii) were Disabled. Certain changes to spousal and children’s death benefits, disability benefits, post-retirement life insurance coverage and retiree medical coverage were also effective as of January 1, 2007 as further described in the Plan. Beginning January 1, 2008, the Plan will be frozen to all remaining active participants.”

3. Effective as of January 1, 2007, Section 1.12 is amended in its entirety to read as follows:

“1.12 ‘COMPENSATION’ shall mean the entire cash compensation paid to, or deferred for the benefit of, a Participant by the Employer as salary, wages, commissions, overtime pay, regular bonuses paid under the Bowater Incorporated Annual Incentive Plan, severance pay paid in periodic installments, Employer contributions made pursuant to a salary reduction agreement that are not includible in the gross income of the Participant under Code Sections 125, 401(e)(3), 402(h) or 403(b), and any compensation that is contributed to a plan maintained by an Employer on behalf of the participant under Code Section 401(k). Except as otherwise provided in the following sentences of this Section 1.12, compensation shall exclude any non-cash remuneration, income received upon the exercise of a stock option or stock appreciation right, bonuses received under a long term cash incentive plan, other special remuneration, and any benefits and credits under this or any other employee benefit plan of the Employer. If a Participant’s Final Average Monthly Compensation includes compensation for 2006, then the value of restricted stock units, determined as of the date of grant, awarded to Participants in lieu of the annual cash bonus payable under the Bowater Incorporated Annual Incentive Plan for 2005 shall be included as an item of compensation for 2006, subject to the vesting and forfeiture provisions of such award. Compensation shall also include any retention bonuses paid in 2007.”

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4. New Section 1.16 is added to the Plan to read as follows (and all subsequent Sections of Article 1, and cross-references thereto, are renumbered accordingly):

“1.16 ‘DISTRIBUTION DATE’ shall mean the earlier of a 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 a Participant’s In-Service Payment Election Date (as described in Section 3.05).”

5. Section 1.23 (formerly Section 1.22), titled “Final Average Monthly Compensation,” is amended by replacing the term “termination date” with “Distribution Date” each time such term appears therein.

6. Section 1.34 (formerly Section 1.33), titled “Years of Service,” is amended by adding the following new sentence to the end of that Section.

“Notwithstanding the foregoing, effective October 29, 2007, Gaynor L. Nash and James T. Wright shall be treated as having ten (10) Years of Service for purposes of calculating their benefits payable under Article 3 of the Plan and shall not accrue any additional Years of Service from and after such date.”

7. Section 2.02 (and any cross-references thereto) are deleted in their entirety and the subsequent Sections of Article 2 (and any cross-references thereto) are renumbered accordingly.

8. Section 2.03 (formerly Section 2.04), titled “Vesting,” is amended in its entirety to read as follows:

“2.03 VESTING: For purposes of the Plan, a Participant shall be vested in his Retirement benefits payable under the Plan when the Participant has a nonforfeitable right to payment as determined pursuant to the qualified defined benefit pension plan in which the Participant participates. Notwithstanding the foregoing, effective October 29, 2007, Gaynor L. Nash and James T. Wright shall be treated as having ten (10) Years of Service, for purposes of their entitlement to receive Retirement benefits under this Plan and shall not accrue any additional Years of Service from and after such date.”

9. Effective as of January 1, 2007, the first line of Section 2.04(b) (formerly Section 2.05(b)) is amended by replacing the word “Participation” with the word “Participant.”

10. New Section 2.05 is added to read as follows:

“2.05 PARTICIPATION BEGINNING JANUARY 1, 2008: Notwithstanding anything in the Plan to the contrary, the retirement benefit of a grandfathered Participant (within the meaning of Section 2.04(c)) shall cease to accrue effective as of January 1, 2008. Such grandfathered Participant shall cease to actively participate in the Plan. With respect to any such grandfathered Participant, in no event shall Compensation or Years of Service (including imputed Years of Service for a period of Disability) relating to periods after December 31, 2007 be taken into account in calculating the grandfathered Participant’s retirement benefit.”

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11. Sections 3.01, 3.02 and 3.03 are amended in their entirety to read as follows:

“3.01 NORMAL RETIREMENT BENEFITS: Subject to the provisions of Sections 2.01, 2.03, 6.03, 7.02, and 7.04, a Participant actively employed on October 29, 2007, whether or not vested, shall be entitled to benefits on his Distribution Date, payable pursuant to Section 3.03 or Section 3.05, as applicable, equal to (a) plus (b) minus (c) below:

(a) Two-and-one-half percent (2-1/2%) of Final Average Monthly Compensation for each Year of Service up to twenty (20) Years of Service.

(b) One percent (1%) of Final Average Monthly Compensation for each Year of Service greater than twenty (20) and up to thirty (30) Years of Service.

(c) Any Other Benefits which may be payable in any month to the Participant, determined as of the earlier of the Participant’s separation from service or December 31, 2007, as the case may be.

Notwithstanding anything in the Plan to the contrary, a vested Participant who terminated before October 29, 2007 shall be entitled to receive distribution of his benefits pursuant to the terms of the Plan in effect at his termination.

3.02 EARLY RETIREMENT REDUCTION: Subject to the provisions of Sections 2.01, 2.03, 6.03, 7.02, and 7.04, a Participant actively employed on October 29, 2007, whether or not vested, whose Distribution Date precedes his Normal Retirement Date shall receive a benefit determined under paragraphs (a) and (b) of Section 3.01 as of the Distribution Date, reduced by one-half of one percent (1/2%) for each month by which his Distribution Date precedes the Participant’s attainment of age sixty (60), less the amount determined under Section 3.01(c). This amount shall not be increased upon the Participant’s attainment of age sixty (60).

3.03 BENEFIT PAYMENTS: Retirement benefits payable pursuant to this Article shall be distributed in a single lump sum payment, computed using the applicable mortality table defined in Code Section 417(e)(3)(A)(ii)(I) and a 6% interest rate. If a Participant is unmarried as of his Distribution Date, the lump sum shall be calculated as if such Participant were married and his spouse was three years younger than such Participant.

Payment shall be made following the Distribution Date, but no later than the end of the calendar year in which the Distribution Date occurs or, if later, the 15th day of the third month following the Distribution Date. However, if payment is subject to the six-month delay in payment for any Participant determined to be a ‘key employee’ (within the

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meaning of Code Section 409A and the Treasury Regulations promulgated thereunder) because the Participant’s Distribution Date is separation from service, then payment shall be made on the first day of the seventh month following the Participant’s separation from service.

12. Section 3.05 is amended in its entirety to read as follows:

“3.05 IN-SERVICE PAYMENT ELECTION: A Participant actively employed on October 29, 2007, whether or not vested, may elect to receive an in-service payment as of a specified date during 2008 (the ‘In-Service Payment Election Date’) of any retirement benefits to which he may be entitled under Section 3.01 or Section 3.02, provided that if the Participant incurs a ‘separation from service’ (within the meaning of Code Section 409A and the Treasury Regulations promulgated thereunder) before his In-Service Payment Election Date, payment shall be made upon such separation subject to the six-month delay set forth in Section 3.03. For such election to be valid, the Participant must complete and return an in-service payment election form to the Employer on or before December 31, 2007. This election is intended to provide for a fixed time of payment as permitted by the transitional guidance issued by the Internal Revenue Service pursuant to Code Section 409A. In the event a Participant who is actively employed dies before payment is actually made to the Participant, the provisions of Section 4.01 shall apply. For vested Participants who terminate employment before October 29, 2007, the provisions of the Plan in effect at the time the Participant terminates employment dictate whether payment of all or any portion of their benefit payable under Sections 3.01 or 3.02 (as then in effect) is distributed in a lump sum, if such lump sum option was offered under the Plan and available to the Participant. If the lump sum option was available at the time the Participant terminated employment, then the payment of the Participant’s benefit shall be distributed in a single lump sum using the applicable mortality table defined in Code Section 417(e)(3)(A)(ii)(I) and a [6%?] interest rate.”

11. Section 3.06 (Distribution of Code Section 409A Amounts) (added to the Plan as Section 3.05 pursuant to the Fourth Amendment to the Plan) is deleted in its entirety.

12. Section 6.02 is amended by adding the following sentence to the end of that Section:

“For purposes of this Section 6.02 and Section 6.03, Affiliated Company shall include Abitibi-Consolidated Inc. and its affiliates.”

13. Section 6.03 is amended in its entirety to read as follows:

“6.03 REMEDY FOR BREACH: If the Participant at any time fails to comply with the requirements of Sections 6.01 or 6.02, the Employer’s obligation to pay or provide benefits hereunder to any Participant or to the Participant’s surviving Spouse or Children shall automatically terminate and neither said Participant nor the Participant’s surviving Spouse, Children or any other person claiming any benefits pursuant to the Participant’s participation in the Plan shall have any

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rights, claims or causes of action hereunder against the Board, the Committee, the Corporation, the Plan Administrator, the Employer or any Affiliated Company, any trust or other funding vehicle maintained in respect of the Plan, or any person acting on their behalf. Except as provided in this sentence and the next, the remedy provided in this Section 6.03 for breach by the Participant of the provisions of Section 6.02 hereof shall be exclusive; provided, however, that the Employer shall not be precluded from pursuing any other remedies available to it under any other plan or agreement with the Participant that contains non-compete provisions and other restrictive covenants. In addition, effective for Participants who receive a distribution pursuant to Sections 3.01 or 3.02, as amended effective as of October 29, 2007, the Employer shall be entitled to all remedies available to it under law, including, but not limited to an injunction or recovery of damages.”

14. Section 7.02 is amended, by adding the following new second sentence to that Section:

“Upon termination of the Plan, the Committee reserves the discretion to accelerate distribution of any retirement benefits subject to Code Section 409A that are payable under the Plan, provided that any such acceleration shall be made in accordance with the Treasury Regulations promulgated under Code Section 409A.”

* * *

IN WITNESS WHEREOF, the HRCC has caused this Sixth Amendment to the Plan to be adopted and executed by a duly authorized officer this 27th day of November, 2007.

BOWATER INCORPORATED
By:	/s/ Jim T. Wright
	Jim T. Wright
Title:	Executive Vice President – Human Resources

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EX-10.2

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. Eligibility and Participation.

(A) Participation Before January 1, 2007. All Participants (as such term is defined in the Funded Plan) in the Funded Plan (‘Eligible Employees’) shall be eligible to participate in the Plan. Notwithstanding the foregoing, effective as of May 1, 2006, the Company’s President and Chief Executive Officer shall not be an Eligible Employee in accordance with his Employment Agreement dated April 4, 2006.

(B) Participation Beginning January 1, 2007. Notwithstanding anything in the Plan to the contrary, effective as of January 1, 2007, Participants who are less than age 55 and whose age plus Years of Service (determined under the Funded Plan) total less than 70 (determined as of December 31, 2006) shall cease to actively participate in the Plan, and all benefits shall cease to accrue for such Participants. No additional compensation (within the meaning of the Funded Plan) or Years of Service earned by such a Participant after December 31, 2006 shall be applied to determine the amount of the Participant’s benefits pursuant to Section 4. In addition, effective as of January 1, 2007, no new Eligible Employees shall be eligible to participate in the Plan.

(C) Participation Beginning January 1, 2008. Notwithstanding anything in the Plan to the contrary, the retirement benefit of each active Participant who is actively employed and who is also a participant in the SERP shall cease to accrue effective as of January 1, 2008. Such Participants shall cease to actively participate in the Plan. With respect to any such Participants, no additional compensation (within the meaning of the Funded Plan) or Years of Service earned by such a Participant after December 31, 2007 shall be applied to determine the amount of the Participant’s benefits pursuant to Section 4.”

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3. Section 5(B) is amended by replacing the words “Supplemental Benefit Plan for Designated Employees of Bowater Incorporated (the ‘SERP’)” with “SERP” in the first paragraph.

4. Section 4 is amended to read as follows:

“4. Benefits. The benefits payable to an Eligible Employee or to his Spouse or Beneficiary under the Plan shall be equal to (A) less (B), where:

(A) equals the benefits that would have been payable to the Eligible Employee, his Spouse or Beneficiary under the Funded Plan without regard to:

(i) the dollar limitation on compensation in the Funded Plan,

(ii) the dollar limitation on annual retirement benefits in the Funded Plan, or

(iii) the combined plan limitations in the Funded Plan (if any).

For purposes of determining the Funded Plan benefit under this (A), if ‘compensation’ within the meaning of the Funded Plan for 2006 is used to calculate the benefit under the Funded Plan, then the value of restricted stock units, determined as of the date of grant, awarded to Participants in lieu of the annual cash bonus payable under the Bowater Incorporated Annual Incentive Plan for 2005 shall be treated as an item of compensation under the Funded Plan for 2006 (regardless of whether such compensation exceeds the dollar limitations of clause (i) herein), subject to the vesting and forfeiture provisions of such award. Notwithstanding the foregoing, effective October 29, 2007, Gaynor L. Nash and James T. Wright shall be treated as having ten (10) Years of Service for purposes of calculating their benefits payable under this clause (A) and shall not accrue any additional Years of Service from and after such date; and

(B) equals the benefits actually payable to the Eligible Employee, his Spouse or Beneficiary under the Funded Plan. The benefit payable under the Funded Plan shall be determined as of the earlier of the Participant’s separation from service or December 31, 2007 for purposes of determining the amount of the retirement benefit payable under the Plan that is subject to Code Section 409A.”

5. Section 5 is amended by adding a new Section 5(D) to read as follows:

“(D) Notwithstanding the foregoing provisions of this Section 5, effective as of October 29, 2007, the following shall govern distribution of benefits to Participants who are actively employed as of such date and who are also participants in the SERP, whether or not they are vested in the benefits described in Section 4.

(i) Retirement benefits payable under Section 4 shall be distributed in a single lump sum payment, computed using the applicable mortality table defined in Code Section 417(e)(3)(A)(ii)(I) and a 6% interest rate. If a Participant is unmarried as of his Distribution Date, the lump sum shall be calculated as if such Participant were married and his spouse was three years younger than such Participant.

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Payment shall be made following the Distribution Date (as defined in clause (ii) below), but no later than the end of the calendar year in which the Distribution Date occurs or, if later, the 15th day of the third month following the Distribution Date. However, if payment is subject to the 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) because the Participant’s Distribution Date is separation from service, payment shall be made on the first day of the seventh month following the Participant’s separation from service.

(ii) ‘Distribution Date’ shall mean the earlier of a 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 a Participant’s In-Service Payment Election Date (as described in clause (iii) below).

(iii) A Participant may elect to receive an in-service payment as of a specified date during 2008 (the ‘In-Service Payment Election Date’) of any retirement benefits to which he may be entitled under Section 4, provided that if the Participant incurs a ‘separation from service’ (within the meaning of Code Section 409A and the Treasury Regulations promulgated thereunder) before his In-Service Payment Election Date, payment shall be made upon such separation subject to the six-month delay set forth in clause (i) above. For such election to be valid, the Participant must complete and return an in-service payment election form to the Employer on or before December 31, 2007. This election is intended to provide for a fixed time of payment as permitted by the transitional guidance issued by the Internal Revenue Service pursuant to Code Section 409A. For vested Participants who retired before October 29, 2007, the provisions of the Plan in effect at the time the Participant terminated employment with the Company and all affiliates dictate whether payment of all or any portion of their benefit payable under Section 4 (as then in effect) is distributed in a lump sum, if such lump sum option was offered under the Plan and available to the Participant. If the lump sum option was available at the time the participant terminated employment, then the payment of the participant’s benefit shall be distributed in a single lump sum using the applicable mortality table defined in Code Section 417(e)(3)(A)(ii)(I) and a 6% interest rate.”

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6. Section 6 is amended by adding the following sentence to the end of the first paragraph of that Section:

“Notwithstanding the foregoing, effective October 29, 2007, Gaynor L. Nash and James T. Wright shall be treated as having ten (10) Years of Service, for purposes of their entitlement to receive retirement benefits under this Plan but shall not accrue any additional Years of Service from and after such date.”

7. Section 9 is amended by adding the following sentence to the end of that Section:

“Upon termination of the Plan, the Committee reserves the discretion to accelerate distribution of any retirement benefits subject to Code Section 409A that are payable under the Plan, provided that any such acceleration shall be made in accordance with the Treasury Regulations promulgated under Code Section 409A.”

* * *

IN WITNESS WHEREOF, the HRCC has caused this Fifth Amendment to the Plan to be executed by a duly authorized officer this 27th day of November, 2007.

BOWATER INCORPORATED
By:	/s/ Jim T. Wright
	Jim T. Wright
Title:	Executive Vice President – Human Resources

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EX-10.3

Exhibit10.3

SEVENTH AMENDMENT

TO THE BOWATER INCORPORATED RETIREMENT PLAN

WHEREAS, Bowater Incorporated (the “Corporation”) maintains the Bowater Incorporated Retirement Plan, as amended (the “Plan”), effective as of October 31, 2000, for the benefit of certain of its employees and former employees;

WHEREAS, Section 9.1 of the Plan reserves to the Corporation the authority to amend the Plan at any time and from time to time, which authority has been delegated to the Human Resources and Compensation Committee (the “HRCC”); and

WHEREAS, the Corporation also maintains the Supplemental Benefit Plan for Designated Employees of Bowater Incorporated (the “SERP”) and the Bowater Incorporated Benefits Equalization Plan (the “Equalization Plan”), each of which were amended to (1) cease participation, benefit accrual and compensation increases for grandfathered SERP participants (as defined in Section 2.05(c) of the SERP per the Fifth Amendment) under the SERP, and (2) cease participation, benefit accrual and compensation increases under the Equalization Plan for any Equalization Plan participant who is actively employed and who is also a participant in the SERP, and

WHEREAS, consistent with the changes made to the SERP and Equalization Plan, the HRCC desires to amend the Plan to, effective as of December 31, 2007, cease participation in the Plan, benefit accrual and compensation increases for Participants who are actively employed and who are also participants in the SERP.

NOW, THEREFORE, Plan Section 3.2 is amended, effective as of January 1, 2008, to add new subsection (g) to read as follows:

“3.2 Participation.

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(g) Notwithstanding any provision in the Plan to the contrary, effective as of December 31, 2007, the accrued benefit of 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’), shall cease to accrue and such Participant shall become a participant in the automatic company contribution portion of the Bowater Incorporated Retirement Savings Plan, as amended and restated effective as of January 1, 2007, if otherwise eligible and in accordance with such plan. With respect to any such Participant, in no event shall Compensation or Benefit Service (including imputed Benefit Service for a period of Disability under the applicable provisions of Supplements 1, 2, 3 and 4) relating to periods after December 31, 2007 be taken into account in calculating the Participant’s Accrued Benefit. Notwithstanding the preceding, such Participant shall continue to accrue Vesting Service under the Plan.”

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IN WITNESS WHEREOF, the Corporation has caused this Seventh Amendment to the Plan to be adopted and executed by its duly authorized officer this 27^th day of November 2007.

BOWATER INCORPORATED
By:	/s/ Jim T. Wright
	Jim T. Wright
Its:	Executive Vice President – Human Resources

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EX-10.4

Exhibit 10.4

SECOND AMENDMENT TO THE

BOWATER INCORPORATED RETIREMENT SAVINGS PLAN

AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2007

WHEREAS, Bowater Incorporated (“Bowater”) maintains the Bowater Incorporated Retirement Savings Plan, as amended and restated effective January 1, 2007, (the “Plan”) for certain eligible employees;

WHEREAS, Section 15.01 of the Plan reserves to Bowater the authority to amend the Plan at any time;

WHEREAS, Bowater is a party to that certain Combination Agreement and Agreement and Plan of Merger, dated as of January 29, 2007 (the “Merger Agreement”), by and among Bowater, Abitibi-Consolidated Inc. (“ACI”), AbitibiBowater Inc. (the “Company”), Alpha-Bravo Merger Sub Inc. (“Merger Sub”) and Bowater Canada Inc., a subsidiary of Bowater (“BCI”), as amended, pursuant to which (i) Merger Sub will be merged with and into Bowater, with Bowater being the surviving corporation after the merger and being wholly-owned by the Company and (ii) shares of ACI common stock will be exchanged for shares of the Company and shares of BCI, pursuant to which ACI will become a subsidiary of the Company (the “Transaction”);

WHEREAS, Bowater wishes to redefine the Company Stock Fund to reflect the stock that will be held in that fund following the Transaction;

WHEREAS, Bowater wishes to amend the Plan to accept rollover contributions of Roth elective deferral contributions from applicable retirement plans, permit participants to take a hardship distribution to pay for certain expenses incurred by the participant’s primary beneficiary, and clarify that Automatic Company Contributions cannot be withdrawn from the Plan before termination of employment;

WHEREAS, Bowater also maintains the Bowater Incorporated Retirement Plan (the “BIRP”), which was amended to cease participation, benefit accrual and compensation for certain participants effective as of December 31, 2007, and consistent with the changes made to the BIRP, Bowater wishes to amend the Plan, effective as of January 1, 2008, to permit such employees, if otherwise eligible, to participate in the portion of the Plan providing an Automatic Company Contribution; and

WHEREAS, Bowater desires to provide for full vesting of all employer matching and automatic company contributions in the event of an involuntary termination without cause within 24 months following the closing of the Transaction;

NOW, THEREFORE, the Plan is amended, effective as of the dates set forth below, in the following respects:

1. Section 1.11 is amended to read as follows effective as of the date of the merger of Bowater Incorporated and Abitibi-Consolidated Inc.:

“1.11 Company Stock. Common stock of AbitibiBowater Inc. which is either tradable on an established securities market or which has voting power and dividend rights no less favorable than any other class of common stock issued by AbitibiBowater Inc.”

2. The first paragraph of Section 3.08(a) and Section 3.08(a)(i) are amended to read as follows effective as of April 1, 2008:

“(a) An Employee, whether or not a Participant, may request the Plan Administrator to accept any of the following amounts from or on behalf of the Employee and place them in a Rollover Contributions Account or Roth Rollover Contributions Account, as applicable, for the Employee:

(i) Amounts transferred to this Plan directly from another trust or annuity contract maintained as part of a plan qualified under Section 401(a) of the Code; provided, however, that an employee may roll over a distribution from a Roth elective deferral account under another applicable retirement plan described in Section 402A(e)(1) of the Code only if it is a direct rollover and only to the extent the rollover is permitted by Section 402(c) of the Code.”

3. Plan Section 3.08(b) is amended to read as follows effective as of April 1, 2008:

“(b) Any amounts transferred into this Plan under this Section shall be by check or wire transfer. No securities shall be contributed. The Eligible Employee shall make application to the Plan Administrator, in such form as shall be required by the Plan Administrator, submitting whatever information is deemed necessary and sufficient by the Plan Administrator to establish compliance with the requirements of this Section. Amounts accepted by the Plan Administrator shall be placed in a Rollover Contributions Account established for the Employee and shall become part of the Trust Fund. Any amounts in the Eligible Employee’s Rollover Contributions Account shall be fully vested at all times. In the event the Rollover Contribution includes the amount of any after-tax contributions, such after-tax contribution shall be accounted for in a separate After-Tax Rollover Contributions Account. In the event the Rollover Contribution includes a distribution from a Roth elective deferral account under another applicable retirement plan described in Section 402A(e)(1) of the Code, such Roth contributions shall be accounted for in a separate Roth Rollover Contributions Account. The Employee shall be able to direct the investment of these Accounts in accordance with the provisions of Article VI.”

4. Section 3.09(b)(vii) is amended to read as follows effective April 1, 2008:

“(vii) The portion attributable to rollover contributions shall be credited to the Employee’s Rollover Contributions Account, After-Tax Rollover Contributions Account or Roth Rollover Contributions Account, as appropriate.”

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5. Section 4.02(a) is amended to read as follows effective January 1, 2008:

“4.02 Automatic Company Contributions.

(a) Eligibility. For each Plan Year, each Employer shall make an Automatic Company Contribution to the Plan with respect to each Active Participant and Disabled Participant in its employ who is not included in a unit of Employees covered by a collective bargaining agreement, and

(i) Became an Active Participant after December 31, 2006; or

(ii) Was an active participant in a defined benefit plan sponsored by an Employer on December 31, 2006; and

(A) Whose attained age and Years of Benefit Service totaled less than 70 on December 31, 2006; and

(B) Whose attained age on December 31, 2006 was less than age 55; or

(iii) Was an active participant in a defined benefit plan sponsored by an Employer on December 31, 2007, but whose participation ceased in such plan effective as of December 31, 2007.

Notwithstanding the foregoing, a Participant who is a Part-Time Employee shall not be eligible to receive any Automatic Company Contributions made under this Section 4.02 for any Plan Year in which he fails to complete 1,000 or more Hours of Service.”

6. Plan Section 7.01(h) is amended to read as follows effective April 1, 2008:

“(h) Rollover Contributions Account. A Rollover Contributions Account shall be established and maintained on behalf of each Participant who makes a Rollover Contribution to the Plan, other than a rollover of after-tax contributions or a rollover from a Roth elective deferral account under another applicable retirement plan.”

7. The following new Section 7.01(k) is added to the Plan effective April 1, 2008:

“(k) Roth Rollover Contributions Account. A Roth Rollover Contributions Account shall be established and maintained on behalf of each Participant who makes a Rollover Contribution to the Plan of amounts from a Roth elective deferral account under another applicable retirement plan described in Section 402A(e)(1) of the Code.”

8. Plan Section 8.01(a) is amended to read as follows effective April 1, 2008:

“(a) Participant Contributions Account. Each Participant shall have a full and immediately vested interest in his Before-Tax Contributions Account, After-Tax Contributions Account, Roth Contributions Account, Catch-Up Contributions Account, Rollover Contributions Account, After-Tax Rollover Contributions Account and Roth Rollover Contributions Account and earnings on such Accounts.

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9. The following new Section 8.01(d) is added to the Plan effective as of the date of the merger of Bowater Incorporated and Abitibi-Consolidated Inc.:

“(d) Accelerated Vesting. Notwithstanding any provision in the Plan to the contrary, if a Participant incurs an involuntarily Termination of Employment for any reason other than ‘cause’ during the 24 month period that begins on the effective date of the merger of Bowater Incorporated and Abitibi-Consolidated Inc., the Participant shall have a full and immediately vested interest in his Matching Contributions and Automatic Company Contributions credited to his respective Accounts, adjusted for income, gains and losses attributable thereto. Except as otherwise provided in a Participant’s employment or other individual agreement, ‘cause’ for purposes of this Section 8.01(d) shall be determined by the Plan Administrator in its sole discretion.”

10. The first paragraph of Plan Section 10.01 is amended to read as follows effective January 1, 2007:

“10.01 Withdrawals. A Participant who is on the payroll of an Employer or is a Disabled Participant may elect a withdrawal from his Account in accordance with the provisions of this Article X. Withdrawals shall be made from the Funds in which such amounts are invested in accordance with Section 10.02. A Participant may not withdraw any portion of his Automatic Company Contributions Account prior to the date he incurs a severance from employment, as defined in Section 1.56(d).”

11. Plan Section 10.01(c)(ii)(B)(1) is amended to read as follows effective as of January 1, 2008:

“(1) Payment of expenses for (or amounts necessary to obtain) medical care that would be deductible under Section 213(d) of the Code (determined without regard to whether the expenses exceed 7.5% of adjusted gross income), or payment of medical expenses described in Section 213(d) of the Code incurred by the Participant’s primary Beneficiary;”

12. Plan Section 10.01(c)(ii)(B)(3) is amended to read as follows effective January 1, 2008:

“(3) Payment of tuition, related educational fees, and room and board expenses, for up to the next twelve months of post-secondary education for the Participant or for the Participant’s spouse, children, dependents (as defined in Code Section 152, determined without regard to Code Sections 152(b)(1), (b)(2) and (d)(1)(B)) or primary Beneficiary;”

13. Plan Section 10.01(c)(ii)(B)(5) is amended to read as follows effective January 1, 2008:

“(5) Payments for burial or funeral expenses for the Participant’s deceased parent, spouse, children, dependents (as defined in Code Section 152, determined without regard to Code Section 152(d)(1)(B)) or primary Beneficiary;”

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14. Plan Section 11.05(b) is amended to read as follows effective April 1, 2008:

“(b) A Participant whose Account balance determined without regard to the balance in his Rollover Contributions Account, After-Tax Rollover Contributions Account and Roth Rollover Contributions Account does not exceed $1,000 at the time of his Termination of Employment with the Employer shall receive his Account in a single sum payment, as described in Section 11.05(a)(i), as soon as administratively practicable after his Termination of Employment.”

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IN WITNESS WHEREOF, Bowater has caused this Second Amendment to the Plan to be adopted and executed by its duly authorized officer this 27th day of November, 2007.

BOWATER INCORPORATED
By:	/s/ Jim T. Wright
	Jim T. Wright
Its:	Executive Vice President – Human Resources

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EX-10.5

Exhibit 10.5

First Amendment to the

Bowater Incorporated Supplemental Retirement Savings Plan

Effective as of January 1, 2005

WHEREAS, Bowater Incorporated (the “Company”) adopted the Bowater Incorporated Supplemental Retirement Savings Plan (the “Plan”) as of January 1, 2005;

WHEREAS, Section 9.1 of the Plan permits the Human Resources and Compensation Committee of the Board of Directors of the Company (the “HRCC”) to amend the Plan;

WHEREAS, the HRCC desires to amend the Plan effective as of January 1, 2008 to: (1) expand participation in the Plan and provide the right to receive Employer Contributions and make Salary Deferrals to all Eligible Employees in Salary Grade 33 (or equivalent) or higher or who are members of executive management and are designated by the Chief Executive Officer of the Company or AbitibiBowater Inc. or his delegate, (2) provide for full accelerated vesting of a Participant’s Excess Automatic Company Contributions and Employer Contributions in the event a Participant is involuntary terminated without cause within 24 months immediately following the closing of the Abitibi-Bowater Transaction; and (3) make additional changes in response to final Treasury Regulations promulgated under Code Section 409A.

NOW, THEREFORE, the Plan is amended in the following respects, effective as of January 1, 2008, except as otherwise noted

1. Section 3.1(c) is amended by adding the following sentence to the end of that Section:

“Notwithstanding the foregoing, effective as of January 1, 2008, an Eligible Employee shall be entitled to participate in the Plan and receive Employer Contributions under Section 4.2, and make Salary Deferrals under Section 4.3 of the Plan, if the Eligible Employee satisfies the criterion listed in Section 3.1(c)(i).”

2. Section 4.3(c) is amended in its entirety to read as follows:

“4.3 Salary Deferrals. Effective as of January 1, 2007, an Eligible Employee described in Section 3.1(c) and effective as of January 1, 2008, an Eligible Employee described in the last sentence of Section 3.1(c), may irrevocably elect to defer, on a pre-tax basis, up to 50% of his or her Base Salary (in whole percentages) for a Plan Year by delivering a properly executed Deferral Form to the Plan Administrator within the time specified in Section 3.2(c). The actual dollar amount deferred shall be determined on a gross Base Salary and shall be reduced, if necessary, to accommodate for: (i) contributions that the Eligible Employee is first required to make or has elected to make under all other retirement and welfare benefit plans maintained by the Eligible Employee’s Employer; and (ii) all deductions from Base Salary required by law, including Social Security and Medicare taxes. Such an election is a separate and independent election from an election to defer compensation under the Retirement Savings Plan. A Salary Deferral election shall apply only to Base Salary earned after the effective date of such election (as described in Section 3.2(c)).”

3. Section 6.4 is amended, effective as of October 29, 2007, in its entirety to read as follows:

“6.4 Accelerated Vesting: Excess Automatic Company and Employer Contributions.

(a) If a Participant’s service is involuntarily terminated by the Employer for any reason other than ‘cause’ before the Participant becomes vested in any Excess Automatic Company Contributions or Employer Contributions, then the Participant shall become vested in a portion of his or her Excess Automatic Company Contributions, if any, and Employer Contributions, if any, including income and gains. Such vested portion shall be determined by multiplying the Participant’s Excess Automatic Company Contributions, if any, and Employer Contributions, if any, by a fraction, the numerator of which is the Participant’s number of completed months of service with the Employer, and the denominator of which is 36. Notwithstanding the foregoing, if a Participant’s service is involuntarily terminated by the Employer for any reason other than ‘cause’ during the 24 month period that begins on October 29, 2007, the date the Transaction (as defined in Section 5.2(b)) closed, the Participant shall become fully vested in and have a nonforfeitable right to his or her Excess Automatic Company Contributions and Employer Contributions, adjusted for income, gains, and losses attributable thereto. Except as otherwise provided in a Participant’s employment or other individual agreement, ‘cause’ for purposes of this Section 6.4(a) shall be determined by the Company in its sole discretion.”

4. Sections 7.3, 7.4, 7.5, and 7.6 are amended in their entirety, and new Section 7.7 is added, to read as follows:

“7.3 Benefits Upon Death. Upon the Participant’s death, the Plan Administrator shall pay to the Participant’s Beneficiary a benefit equal to the remaining balance in the Participant’s Account in a lump sum payment. Payment shall be made following the date of the Participant’s death, but no later than the end of the calendar year in which the Participant’s death occurs or, if later, the 15^th day of the third month following the date of the Participant’s death.

7.4 Benefits Upon Disability. A Participant shall receive the balance of his or her Account in a lump sum payment upon a Disability. Payment shall be made following the date of Disability, but no later than the end of the calendar year following the date of Disability or, if later, the 15^th day of the third month following the date of Disability.

7.5 Right of Offset. The Employer shall have the right to offset any amounts payable to a Participant under the Plan to reimburse the Employer for liabilities or obligations of the Participant to the Employer if the following conditions are met:

(a) the liabilities or obligations of the Participant to the Employer were incurred in the ordinary course of the service relationship between the Participant and the Employer;

(b) the entire amount to be offset does not exceed $5,000 in any taxable year of the Participant; and

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(c) the offset is made at the same time and in the same amount as the liabilities or obligations otherwise would have been due and collected from the Participant.

7.6 Taxes. Income taxes and other taxes payable with respect to an Account shall be deducted from amounts payable under the Plan. All federal, state or local taxes that the Plan Administrator determines are required to be withheld from any payments made pursuant to this Article 7 shall be withheld. The Plan Administrator shall have the discretion to make a distribution, or accelerate the time or schedule of payment, from a Participant’s Account if payment is required for:

(a) FICA, FUTA and/or the corresponding withholding provisions of applicable state and local taxes with respect to compensation deferred under the Plan. Any such distribution shall not exceed the aggregate of such tax withholding and shall reduce the Participant’s Account balance to the extent of such distributions; or

(b) payment of state, local or foreign tax obligations arising from participation in the Plan that apply to an amount deferred under the Plan and FUTA resulting from such payment. Any such payment shall not exceed the amount of such taxes due as a result of Plan participation.

7.7 Additional Discretion to Accelerate Distribution.

(a) The Plan Administrator shall have the discretion to accelerate the time or schedule of payment under the Plan if the Plan fails to meet the requirements of Code Section 409A and regulations promulgated thereunder, provided that any such payment does not exceed the amount required to be included in income as a result of such failure.

(b) The Plan Administrator shall have the discretion to require a mandatory lump sum payment of a Participant’s Account balance up to the Code Section 402(g)(1)(B) limit in effect at the time of payment provided that the payment results in the termination and liquidation of the entirety of the Participant’s interest under the Plan (as determined in accordance with plan aggregation rules set forth in Code Section 409A and Treasury Regulations promulgated thereunder).”

5. Section 9.1 is amended in its entirety to read as follows:

“9.1 Authority to Amend and Terminate.

(a) The Plan reserves to the Board the right to amend or terminate the Plan at any time, subject to Section 9.2. Any amendment or termination of the Plan shall be effected by resolution of the Board or its authorized delegate. Except as provided in paragraph (b), Account balances shall be maintained under the Plan until such amounts would otherwise have been distributed in accordance with the terms of the Plan.

(b) Upon termination of the Plan, the Board reserves the discretion to accelerate distribution of the Accounts of Participants in accordance with regulations promulgated by the Department of Treasury under Code Section 409A.”

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IN WITNESS WHEREOF, the HRCC has caused this Second Amendment to the Plan to be executed by a duly authorized officer this 27th day of November, 2007.

BOWATER INCORPORATED
By:	/s/ Jim T. Wright
	Jim T. Wright
Title:	Executive Vice President – Human Resources

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