First Amendment to Bowater Incorporated Retirement Plan for Outside Directors

Summary

This amendment, effective June 9, 2000, modifies the Bowater Incorporated Retirement Plan for Outside Directors. It states that any director serving immediately before a change in control who is removed or not renominated afterward can retire early without meeting the usual service or age requirements. Such directors will receive retirement benefits as if they had ten years of service, with their final average earnings calculated based on the annual retainer and board fees from the year of the change in control. The amendment is executed by the Executive Committee of Bowater Incorporated.

EX-10.6 7 g65151ex10-6.txt 1ST AMENDMENT/RETIREMENT PLAN/OUTSIDE DIRECTORS 1 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 ------------------