BOW

RESTATED CERTIFICATE OF INCORPORATION
OF
BOWATER INCORPORATED


BOWATER INCORPORATED, a corporation organized and existing under the laws
of the State of Delaware (the "Corporation"), hereby certifies as follows:

1. The name of the Corporation is Bowater Incorporated. The original Certificate
of Incorporation of the Corporation was filed with the Secretary of State under
the name of "Bowaters United States Corporation" on August 28, 1964.

2. This Restated Certificate of Incorporation restates and integrates and
further amends the Certificate of Incorporation of this Corporation, as
heretofore amended or supplemented, to read as herein set forth in full:

FIRST: The name of the corporation is BOWATER INCORPORATED.

SECOND: The address of the Corporation's registered office in the State of
Delaware is 100 West Tenth Street, City of Wilmington, County of New Castle. The
name of the resident agent of the Corporation at such address is The Corporation
Trust Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.

FOURTH: The total number of shares of stock which the Corporation is
authorized to issue is One Hundred Ten Million (110,000,000), consisting of Ten
Million (10,000,000) shares of Serial Preferred Stock, $1.00 par value, and One
Hundred Million (100,000,000) shares of Common Stock, $1.00 par value.

FIFTH: (A) Subject to applicable provisions of law and to the provisions of
this Certificate of Incorporation, authority is hereby expressly granted to and
vested in the Board of Directors, to the extent permitted by and upon compliance
with the provisions set forth in the law of the State of Delaware, to issue
Serial Preferred Stock from time to time in one or more series, each series to
have such powers, designations, preferences and rights, and the qualifications,
limitations or restrictions thereof, as shall be determined and stated prior to
the issuance of any shares of any such series in and by a resolution or
resolutions of the Board of Directors authorizing the issuance of such series,
including without limitation:

(1) The number of shares to constitute such series and the distinctive
designation thereof;

(2) The dividend rate or rates to which the shares of such series
shall be entitled and whether dividends shall be cumulative and, if so, the
date or dates from which dividends shall accumulate, and the quarterly
dates on which dividends, if declared, shall be payable;

(3) Whether the shares of such series shall be redeemable, the
limitations and restrictions in respect of such redemptions, the manner of
selecting shares of such series for redemption if less than all shares are
to be redeemed, and the amount per share, including the premium, if any,
which the holders of shares of such series shall be entitled to receive
upon the redemption thereof, which amount may vary at different redemption
dates and may be different in respect of shares redeemed through the
operation of any retirement or sinking fund and in respect of shares
otherwise redeemed;

(4) Whether the holders of shares of such series shall be entitled to
receive, in the event of the liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, an amount equal to the
dividends accumulated and unpaid thereon, whether or not earned or
declared, but without interest;

(5) Whether the shares of such series shall be subject to the
operation of a purchase, retirement or sinking fund and, if so, whether
such fund shall be cumulative or non-cumulative, the extent to and the
manner in which such fund shall be applied to the purchase or redemption of
the shares of such series for retirement or other corporate purposes, and
the terms and provisions in respect of the operation thereof;

(6) Whether the shares of such series shall be convertible into, or
exchangeable for, shares of stock of any other class or series of the same
class, and if so convertible or exchangeable, the price or prices or the
rate or rates of conversion or exchange and the method, if any, of
adjusting the same;

(7) The voting powers, if any, of the shares of such series in
addition to the voting powers provided by law;

(8) Any other powers, designations, preferences and rights, and
qualifications, limitations or restrictions, not inconsistent with law or
the provisions of this Certificate of Incorporation.

(B) All shares of any one series of Serial Preferred Stock shall be
identical with each other in all respects, except that in respect of any series
entitled to cumulative dividends, shares of such series issued at different
times may differ as to the dates from which such dividends shall be cumulative.

SIXTH: The number of directors on the Board of Directors of the Corporation
shall be not less than nine nor more than fifteen, and the number shall be nine
if at any time the By-Laws do not fix the number of directors. The Board of
Directors shall be and is divided into three classes, Class I, Class II and
Class III. No one class shall have more than one director more than any other
class. If a fraction is contained in the quotient arrived at by dividing the
authorized number of directors by three, then if such fraction is one-third, the
extra director shall be a member of Class III, and if such fraction is
two-thirds, one of the extra directors shall be a member of Class III and one of
the extra directors shall be a member of Class II, unless otherwise provided for
from time to time by resolution of the Board of Directors. Elections of
directors need not be by written ballot except as and to the extent provided by
the By-Laws of the Corporation.

Each director shall serve for a term ending on the date of the third annual
meeting following the annual meeting at which such director was elected;
provided, however, that each initial director in Class I shall serve for a term
ending on the date of the annual meeting next following the end of calendar year
1984; each initial director in Class II shall serve for a term ending on the
date of the annual meeting next following the end of calendar year 1985; and
each initial director in Class III shall serve for a term ending on the date of
the annual meeting next following the end of calendar year 1986.

In the event of any increase or decrease in the authorized number of
directors, (i) each director the serving as such shall nevertheless continue as
director of the class of which he is a member until the expiration of his
current term, or his prior death, retirement or resignation, and (ii) the newly
created or eliminated directorships resulting from such increase or decrease
shall be apportioned by the Board of Directors among the three classes of
directors so as to ensure that no one class has more than one director more than
any other class. To the extent possible consistent with the foregoing rule, any
newly created directorships shall be added to those classes whose terms of
office are to expire at the latest dates following such allocation, and any
newly eliminated directorships shall be subtracted from those classes whose
terms of office are to expire at the earliest dates following such allocation,
unless otherwise provided for from time to time by resolution of the Board of
Directors. Notwithstanding any provisions to the contrary contained herein, each
director shall serve until a successor is elected and qualified or until his
death, resignation or removal.

SEVENTH: A director may be removed only for cause, and only by the
affirmative vote of the holders of 75% of shares entitled to vote at an election
of directors. No reduction in the number of directors shall have the effect of
removing any director prior to the expiration of his term.

EIGHTH: Any vacancies in the Board of Directors occurring for any reason,
and any newly created directorships resulting from any increase in the number of
directors, may be filled only by the Board of Directors, acting by (i) a vote of
at least a majority of the remaining directors then in office, although less
than a quorum, if no Acquiring Stockholder (as defined herein) has become such
in the twelve months immediately preceding the occurrence of such vacancy or the
creation of such new directorship, or (ii) a vote of at least 75% of the
Continuing Directors (as defined herein) then in office, although less than a
quorum, if an Acquiring Stockholder has become such in the twelve months
immediately preceding the occurrence of such vacancy or the creation of such new
directorship. Each director so chosen shall hold office until the next election
of the class for which such director shall have been chosen, and until his
successor shall be elected and qualified, or until his earlier death,
resignation or removal.

NINTH: (A) For the purpose of this Article, the following definitions shall
apply:

(1) "Acquiring Stockholder" shall mean any person (other than the
Corporation or any Subsidiary) who or which is the beneficial owner,
directly or indirectly, of more than 5% of the voting power of the
outstanding Voting Stock.

"Acquiring Stockholder" shall include any and all Affiliates and
Associates of an Acquiring Stockholder, and any party with which an
Acquiring Stockholder or its Affiliates or Associates have any
understanding, agreement, or arrangement, directly or indirectly, for the
purpose of acquiring, holding, voting or disposing of Voting Stock, and the
shares of Voting Stock beneficially owned by an Acquiring Stockholder shall
include any shares beneficially owned by any such Affiliate or Associate
and any such party.

"Acquiring Stockholder" shall also include the predecessors,
successors or assigns of any Acquiring Stockholder or its Affiliates or
Associates. For the purposes of determining whether a Person is an
Acquiring Stockholder, the number of shares of Voting Stock deemed to be
outstanding shall include shares deemed beneficially owned by an Acquiring
Stockholder or its Affiliates or Associates but shall not include any other
shares which may be issuable to any other Person pursuant to any agreement,
arrangement or understanding, or upon exercise of conversion rights,
warrants or options, or otherwise.

(2) "Affiliate" shall mean any Person that directly or indirectly,
through one or more intermediaries, controls, or is controlled by, or is
under common control with another Person.

(3) "Associate" shall mean (i) any corporation or organization (other
than the Corporation or any Subsidiary) of which a Person is an officer or
partner or is, directly or indirectly, the beneficial owner of 10 percent
or more of any class of equity securities, (ii) any trust or other estate
in which such Person has a substantial beneficial interest or as to which
such Person serves as trustee or in a similar fiduciary capacity, and (iii)
any relative or spouse of such Person, or any relative of such spouse, who
has the same home as such Person or who is a director or officer of the
Corporation or any of its parents or Subsidiaries.

(4) A Person shall be a "beneficial owner" of any Voting Stock (i)
which such Person beneficially owns, directly or indirectly, or (ii) which
such Person has the right to acquire (whether such right is exercisable
immediately or only after the passage of time) upon the exercise of
conversion rights, exchange rights, warrants or options or otherwise.

(5) The term "Business Combination" shall mean any of the following
transactions:

(a) any merger or consolidation of the Corporation of any
Subsidiary with any Acquiring Stockholder irrespective of which entity
is the survivor; or

(b) any sale, lease, exchange, mortgage, pledge transfer or other
disposition (in one transaction or a series of transactions), to or
with any Acquiring Stockholder of any properties or assets of the
Corporation or any Subsidiary, having an aggregate fair market or book
value, whichever is greater, equal to 25% or more of the total assets
reflected on a balance sheet of the Corporation as of a date no
earlier than 90 days prior to any such transaction; or

(c) any sale, lease, exchange, mortgage, pledge, transfer or
other disposition (in one transaction or a series of transactions), to
or with the Corporation or a Subsidiary, of any properties or assets
of an Acquiring Stockholder having an aggregate fair market or book
value, whichever is greater, equal to 25% or more of the total assets
reflected on a balance sheet of the Corporation as of a date no
earlier than 90 days prior to any such transaction; or

(d) the issuance, transfer or delivery by the Corporation or a
Subsidiary of stock or other securities of the Corporation or of any
Subsidiary (in one transaction or a series of transactions) to or with
any Acquiring Stockholder (except any issuance, transfer or delivery
made to security holders of the Acquiring Stockholder generally);

or

(e) the issuance, transfer or delivery by an Acquiring
Stockholder of stock or other securities of such Acquiring Stockholder
(in one transaction or a series of transactions) to or with the
Corporation or a Subsidiary (except in any issuance, transfer or
delivery made to security holders of the Acquiring Stockholder
generally); or

(f) the adoption of any plan or proposal for the liquidation or
dissolution of the Corporation proposed by or on behalf of an
Acquiring Stockholder; or

(g) any reclassification of securities (including any reverse
stock split), or recapitalization of the Corporation, or any merger or
consolidation of the Corporation with any of its Subsidiaries or any
other transaction (whether or not with or into or otherwise involving
an Acquiring Stockholder) which has the effect, directly or
indirectly, of increasing the proportionate share of the outstanding
shares of any class of equity or convertible securities of the
Corporation or any Subsidiary which is directly or indirectly owned by
any Acquiring Stockholder; or

(h) any agreement, arrangement, contract or understanding which
provides, in whole or in part, for any of the transactions described
in this subsection (5).

(6) "Continuing Director" means any member of the Board of Directors
of the Corporation who is not an Affiliate or Associate of the Acquiring
Stockholder and was a member of the Board prior to the time that the
Acquiring Stockholder became an Acquiring Stockholder, and any other
director who is not an Affiliate or Associate of the Acquiring Stockholder
and is specifically approved by a vote of at least two-thirds of the
Continuing Directors on the Board at the time of such director's initial
election to the Board.

(7) "Control" shall mean the possession, directly or indirectly, of
the power to direct or cause the direction of the management and policies
of a Person, whether through the ownership of voting securities, by
contract or otherwise.

(8) "Person" means any corporation, partnership, association, trust,
business entity, estate or individual; two or more Persons who act together
for the purpose of acquiring, holding or disposing of securities of this
Corporation shall be deemed to be one Person.

(9) "Subsidiary" means any corporation of which a majority of any
class of equity security is beneficially owned, directly or indirectly, by
the Corporation; provided, however, that for the purposes of the definition
of Acquiring Stockholder, the term "Subsidiary" shall mean only a
corporation of which a majority of each class of equity security is owned,
directly or indirectly, by the Corporation.

(10) "Voting Stock" means the then outstanding shares of all classes
of capital stock of the Corporation which are entitled to vote for the
election of directors of the Corporation.

(B) In addition to any affirmative vote required by law or this Certificate
of Incorporation, and except as provided in Section (C) below, any Business
Combination shall require the affirmative vote of the holders of at least 75% of
the voting power of the Voting Stock, voting together as a single class. Such
affirmative vote shall be required notwithstanding the fact that no vote may be
required or that a lesser percentage may be specified by law or in any agreement
with any national securities exchange or otherwise.

(C) Notwithstanding the foregoing, Section (B) above shall not be
applicable if any of the following conditions are satisfied with respect to any
particular Business Combination.

(1) The Business Combination shall have been approved in writing by a
majority of the Continuing Directors.

(2) The Business Combination shall have been approved by a duly
adopted resolution of the Board of Directors prior to the acquisition by
the Acquiring Stockholder of more than 5% of the voting power of the Voting
Stock.

(3) The Business Combination is solely between the Corporation and
another corporation of which 50% or more of the outstanding stock entitled
to vote in an election of directors is owned by the Corporation.

(D) A majority of the Continuing Directors shall have the power and duty to
determine, for purposes of this Article and on the basis of information known to
them:

(1) Whether the proposed Business Combination is within the scope of
this Article; and

(2) Whether a stockholder is an Acquiring Stockholder.

Such determination, if made in good faith, shall be binding upon all
parties.

(E) Nothing contained in this Article shall be construed to relieve any
Acquiring Stockholder from any fiduciary obligation imposed by law. Nothing
herein shall be construed to impose any fiduciary duty, obligation or
responsibility on the Board of Directors or any member thereof to approve any
Business Combination or recommend its adoption or approval to the stockholders
of the Corporation, nor limit, prohibit or otherwise restrict in any manner the
Board of Directors or any member thereof with respect to evaluations of or
actions and responses taken with respect to such Business Combination, other
than as required by applicable law.

(F) To the maximum extent permissible under Section 262 of the Delaware
General Corporation Law, stockholders of the Corporation shall be entitled to
the statutory appraisal rights provided therein, notwithstanding any exception
otherwise provided therein, with respect to any Business Combination involving
the Corporation and any Acquiring Stockholder or Affiliate of an Acquiring
Stockholder which, pursuant to this Article, requires the affirmative vote of
the holders of not less than 75% of the total voting power of all outstanding
shares of Voting Stock of the Corporation.

TENTH: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized, subject, however, to
other applicable provision in this Certificate of Incorporation, to designate by
resolution or resolutions passed by a majority of the whole board, one or more
committees, each committee to consist of two ore more of the directors of the
Corporation, which, to the extent provided in said resolution or resolutions or
in the By-Laws of the Corporation, shall have and may exercise the powers of the
Board of Directors in the management of the business and affairs of the
Corporation, and may have power to authorize the seal of the Corporation to be
affixed to all papers which may require it. Such committee or committees shall
have such name or names as may be stated in the By-Laws of the Corporation or as
may be determined from time to time by resolution adopted by the Board of
Directors. The foregoing notwithstanding, any delegation to a committee of the
power of the Board of Directors to take such actions as would require a greater
than majority vote or a specified vote of a specified class of the directors in
order for the Board itself to adopt such actions must be made by such greater
than majority vote or such specified vote of the specified class of directors.

ELEVENTH:

(A) In order to induce officers, directors, employees or agents of this
Corporation to serve or continue to serve as its officers or directors, or to
serve or to continue to serve at the request of this Corporation as director or
officer of another corporation, in consideration of such service this
Corporation shall indemnify and hold harmless each such person now or hereafter
so serving from and against any and all claims and liabilities to which he may
be or become subject to reason of his now hereafter being or having heretofore
been a director or officer of this Corporation, or by reason of having served as
a director or officer of another corporation or enterprise at the request of
this Corporation, by reason of his alleged acts or omissions as director or
officer as aforesaid, and shall reimburse each such person for all legal and
other expenses reasonably incurred by him in connection with defending against
any such claims or liabilities, to the full extent permitted in Section 145 of
the General Corporation Law of the State of Delaware or any successor statute.
The foregoing right of indemnification shall in no way be exclusive of any other
rights of indemnification to which such officer or director may be entitled,
under any By-Law, agreement, vote of stockholders or disinterested directors or
otherwise.

(B) To the full extent permitted by the Delaware General Corporation Law,
as the same exists or may hereafter be amended, a director of the Corporation
shall not be liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director."

TWELFTH: No action shall be taken by the stockholders of the Corporation
except at an annual or special meeting of stockholders.

THIRTEENTH: (A) New By-Laws of the Corporation may be adopted or the
By-Laws of the Corporation may be amended or repealed by a vote of either a
majority of the directors of the Corporation or a majority of the voting power
of the outstanding stock of the Corporation; provided, however, that any By-Laws
concerning the election or removal of directors, the range of the number of
directors, the exact number of directors within such range or the method of
fixing either such range or the exact number of directors within such range, the
classification of the Board of Directors, the filling of vacancies on the Board
of Directors, the requirement that all stockholder action must be taken at an
annual or special meeting, the calling of special meetings of the stockholders,
or the method of adopting, amending or repealing of By-Laws may not be amended,
adopted or repealed, nor shall any other By-Law be amended, adopted or repealed
which will have the effect of modifying or permitting the circumvention of such
By-Laws, unless such adoption, amendment or repeal is approved by the
affirmative vote of 75% of the Continuing Directors (where such adoption,
amendment or repeal may be effected by the Board of Directors) or by the
affirmative vote of the holders of not less than 75% of the voting power of the
outstanding stock of the Corporation. The foregoing notwithstanding, in case of
any irreconcilable inconsistency between the Certificate of Incorporation and
the By-Laws of the Corporation, provisions in the Certificate of Incorporation
shall prevail.

(B) The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in the manner now
or hereinafter prescribed by statute, and all rights conferred to stockholders
herein are granted subject to this reservation. Notwithstanding the foregoing,
the provisions set forth in Articles FOURTH, FIFTH, SIXTH, SEVENTH, EIGHTH,
NINTH, the last sentence of Article TENTH, TWELFTH and this Article THIRTEENTH
may not be repealed or amended in any respect, nor may any cumulative voting
provisions be amended, adopted or repealed which would have the effect of
modifying or permitting circumvention of such provisions, unless such repeal,
amendment or adoption is approved by the affirmative vote of the holders of not
less than 75% of the voting power of the outstanding stock of the Corporation.

IN WITNESS WHEREOF, said Bowater Incorporated has caused this Certificate
to be signed by /s/ R.D. McDonough , its Senior Vice President, Finance, and
attested by L.M. Saari, its Secretary, this 23 day of March, 1984.