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                                                                    EXHIBIT 10.6

                                 FIRST 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 and restate Section 2.02 of the Plan;

         NOW, THEREFORE, Section 2.02 of the Plan is hereby amended and
restated, effective June 9, 2000, as follows:

         "2.02    Change in Control. Any Participating Director who was a
                  Director immediately prior to a Change in Control of the
                  Company who is removed from or not renominated to his
                  directorship following such Change in Control shall (a) not be
                  required to meet the service requirement imposed by Section
                  2.01, (b) be eligible to retire early pursuant to Section 3.01
                  without the consent of the Company and without regard to his
                  attained age at the time of such retirement, and (c) be
                  entitled to a benefit calculated under Section 4.01 or 4.02,
                  whichever is applicable, as described in the next sentence
                  (but only in the event of a Change in Control). For purposes
                  of this calculation, years of Service in Continuous Service
                  shall be deemed to be ten (10) and Final Average Earnings
                  shall be based on Earnings that include (i) the amount of the
                  annual retainer in effect for the calendar year in which the
                  Change in Control occurs, plus (ii) all fees for attendance at
                  Board meetings and committee meetings recorded on the
                  quarterly statements of Board compensation for the four full
                  calendar quarters immediately preceding the date of the Change
                  in Control."

         IN WITNESS WHEREOF, Bowater Incorporated has caused this First
Amendment to be executed by a duly authorized member of the Executive Committee
of the Board of Directors as of this 9th day of June, 2000.

                                            BOWATER INCORPORATED

                                            Executive Committee of the Board
                                            of Directors

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


                                            Date Signed:   September 13, 2000
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