EXHIBIT 10.3
                             Second Amendment to the
                  Bowater Incorporated Mid-Term Incentive Plan
                         Effective as of January 1, 2003

     WHEREAS,  Bowater  Incorporated  (the  "Company")  established  the Bowater
Incorporated  Mid-Term  Incentive  Plan  effective  as of  January  1, 2003 (the
"Plan") for the benefit of its eligible employees;

     WHEREAS, Section 8 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 provide that the  Company's
President and Chief  Executive  Officer shall be eligible to  participate in the
Plan effective as of January 1, 2007 pursuant to his Employment  Agreement dated
April 4, 2006.

     NOW,  THEREFORE,  effective  as of May 1, 2006,  Section 4.1 of the Plan is
amended by adding the following sentence at the end thereto to read as follows:

     "Notwithstanding the foregoing, the Company's President and Chief Executive
Officer shall not  participate in the Plan for the calendar year 2006, but shall
be  eligible  to  participate  in the Plan  effective  as of  January 1, 2007 in
accordance with his Employment Agreement dated April 4, 2006."

                                      * * *

     IN WITNESS  WHEREOF,  the HRCC has caused this Second Amendment to the Plan
to be executed by a duly authorized officer this 11th day of May, 2006.

                                          BOWATER INCORPORATED



                                          By:  /s/ James T. Wright
                                               -------------------
                                                 James T. Wright
                                          Title: Senior Vice President -
                                                 Human Resources