Exhibit 99.1

                                 Fifth Amendment
                                     to the
                              Bowater Incorporated
                      Retirement Plan for Outside Directors
                             As Amended and Restated
                                February 26, 1999

     WHEREAS, Bowater Incorporated,  a Delaware corporation (the "Corporation"),
established the Bowater Incorporated  Retirement Plan for Outside Directors (the
"Plan"); and

     WHEREAS,  the  Executive  Committee  of  the  Board  of  Directors  of  the
Corporation desires to amend the Plan;

     NOW, THEREFORE, effective December 1, 2005, the Plan shall be amended
as follows:

Section 4.05 shall be amended and restated as follows:

     "4.05 LUMP SUM OPTION:  During each December  beginning  with December 2002
     (the "Election Period"), a Participant may elect to receive any benefits to
     which he is entitled  under this Article 4 in a lump sum computed using the
     applicable  mortality  table  defined  in  Internal  Revenue  Code  Section
     417(e)(3)(A)(ii)(I)  and an  interest  rate to be the  same as  established
     under the  Supplemental  Benefit Plan for  Designated  Employees of Bowater
     Incorporated  and Affiliated  Companies  prior to the  commencement of each
     calendar year for the calendar year in which the distribution occurs ("Lump
     Sum Election").  A Lump Sum Election must be made on or before the December
     31st that is at least one full calendar year before the year of payment.  A
     Lump Sum Election,  once made,  cannot be revoked except during an Election
     Period.

     Notwithstanding the foregoing,  the benefits of any Participant who retires
     after  January  1,  2005  shall  be  distributed  in a lump  sum  upon  the
     Participant's  Retirement  and shall be  computed  in  accordance  with the
     foregoing provisions of this section 4.05."

     IN WITNESS WHEREOF, Bowater Incorporated has caused this Fifth Amendment to
be executed by a duly authorized member of the Executive  Committee of the Board
of Directors as of December 1, 2005.

                                   BOWATER INCORPORATED

                                   Executive Committee of the Board of Directors


                                   By:      /s/ Arnold M. Nemirow
                                            ---------------------
                                            Arnold M. Nemirow