AMENDMENT NO. ONE TO THE ABITIBIBOWATER (formerly ABITIBI CONSOLIDATED) U.S. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (SERP) FOR CERTAIN EXECUTIVES

ABITIBIBOWATER INC.

/s/ Allen Dea

Allen Dea

Title: Vice President and Treasurer

ABITIBI-CONSOLIDATED INC.

/s/ Allen Dea

Allen Dea

Title: Vice President and Treasurer

(A)

Section 1.04 is amended, effective July 1, 2008, to read in its entirety as follows:

1.04

The name of the Plan shall be the “AbitibiBowater U.S. Supplemental Executive Retirement Plan for Certain Executives” (formerly, the Abitibi Consolidated U.S. Supplemental Executive Retirement Plan).

(B)

Section 2.03 is amended, effective January 1, 2009, to read in its entirety as follows:

2.03

“Average Pensionable Earnings” shall mean the average of the Participant’s annual base salary and paid bonuses the Participant received during the five (5) consecutive calendar years during the last ten (10) calendar years of his continuous employment, which results in the highest average annual amount, disregarding any paid bonuses in excess of 125% of the Participant’s target bonus prescribed by the AbitibiBowater board of directors for any such year. For greater certainty, the term “bonus” shall refer to an award paid under the Corporation’s annual incentive plan as may be adopted from time to time and shall exclude any special bonus not paid under an annual incentive plan, any amount payable under any long-term incentive plan of the Corporation, or any stock option benefit.

(C)

Section 2.04 is amended, effective January 1, 2009, to read in its entirety as follows:

2.04

“Basic Pension” shall mean the annual lifetime pension which the Participant would otherwise be entitled to receive from time to time pursuant to any Qualified Pension Plan, in regards to the period of Credited Service recognized for purposes of this SERP or that would be so recognized for purposes of this SERP in absence of the 35 year limit on Credited Service as per Section 2.08, but limited to the period of Credited Service actually recognized in the Qualified Pension Plan. It shall be assumed that such annual pension is payable from the same date as supplementary benefits commence to be paid under this SERP and is calculated on the basis of the following assumptions:

i)

the annual pension is in the form of a pension payable under the normal form provided for under the Qualified Pension Plan, or if the Participant elects an optional form in accordance with Section 8.03 prior to January 1, 2005, the annual pension payable under such optional form;

ii)

except as provided in subsection (c) of this Section 2.04, the Participant has made no Additional Voluntary Contribution; and

iii)

the amount of the Basic Pension shall be determined according to the formula under the Qualified Pension Plan regardless of any reduction in benefits that may be applied, by operation of statute or otherwise, as a result of the funded status of such Qualified Pension Plan on the date of such determination (it being understood that, where the Qualified Pension Plan is a defined benefit pension plan, the foregoing assumption shall also be applicable to the determination of the amount of survivor pension payable to the Spouse under the Qualified Pension Plan following the death of the Participant (or any survivor pension that would have been payable had the benefits under the Qualified Pension Plan not been commuted or paid in the form of a lump sum payment) as referred to in Section 8, and any amount payable under the Qualified Pension Plan to the Participant’s estate or any designated beneficiary following the death of the Participant (or any amount that would have been payable had the benefits under the Qualified Pension Plan not been commuted or paid in a lump sum payment) as referred to in Section 8; and

pension which is the Actuarial Equivalent, based on the assumptions in Section 2.01 and the form of pension referred to in paragraph a) of this Section 2.04, of the amount that would have accumulated since January 1, 1999 by the Participant under such Qualified Pension Plans, excluding the elective deferral contributions he made prior to January 1, 2009, but including deemed maximum elective deferral contributions he could have made after December 31, 2008, except for Code Section 414(v) catch-up elective deferral contributions, as if he had participated in the plan each year so as to receive the maximum contribution from the Corporation, and invested all of his contributions in either the Stable Value Fund for the Abitibi Consolidated U.S. 401(k) Plan for Salaried Employees or the Fixed Income Fund for the AbitibiBowater Retirement Savings Plan, or a similar fund for any other 401(k) plan, determined as of the date of his Retirement, death or Termination of Employment with the Corporation; and

d)

in the case of an Executive Employee who is a former Abitibi-Price Inc. employee who held a MSBA and who elected to convert his defined benefit entitlement under Abitibi-Price Inc.’s Registered Pension Plan to a defined contribution entitlement, a list of such Executive Employees being attached hereto as Appendix C, the Basic Pension in respect of such Participant shall be determined as if the Participant had elected to not convert his defined benefit entitlement under Abitibi-Price Inc.’s Registered Pension Plan and such defined benefit entitlement has been determined in accordance with the provisions in effect on January 1, 1996 of the Abitibi-Price Inc.’s Registered Pension Plan and in accordance with the assumptions and the form of pension described in paragraph a) of this Section 2.04; and

e)

in all cases, where a Participant’s entitlement under the Qualified Plan has been divided between the Participant and his Spouse or former Spouse as a result of divorce, separation or annulment of marriage, his Basic Pension shall be determined as if no such division of his entitlement had occurred.

(D)

Section 2.07 is amended, effective July 1, 2008, to read in its entirety as follows:

2.07

“Corporation” means AbitibiBowater, Inc. (formerly Abitibi-Consolidated Inc.) and its affiliated companies, or any subsidiary of the Corporation or associated company, provided however, that any reference in this SERP to action to be taken, consent, approval or opinion to be given, decision to be made or discretion to be exercised by the Corporation shall refer to AbitibiBowater, Inc., or its successor, acting through its Board of Directors or any person or persons authorized to act on behalf of the Corporation for the purposes of this SERP, in accordance with the normal practices of the Corporation.

(E)

Section 2.16A is added, effective January 1, 2008, to read as follows:

2.16A “Retirement” shall have the same meaning as “separation from service”, as defined in Treas. Reg. § 1.409A-1(h)(1).

(F)

Section 2.20 is added, effective January 1, 2008, to read as follows:

2.20

“Termination of Employment” shall have the same meaning as “separation from service”, as defined in Treas. Reg. § 1.409A-1(h)(1).

(G)

Section 4.02 is amended to read in its entirety as follows:

4.02

The Corporation shall pay the full costs of the benefits provided under the SERP. The Corporation may set aside funds or Corporation assets for the payment of benefits under the SERP, provided such assets remain available to satisfy the claims of the general creditors of the Corporation and such funding complies with the rules relating to the funding of nonqualified deferred compensation under Internal Revenue Code Section 409A(b), including that:

(H)

Section 8.04A is amended to read in its entirety as follows:

8.04A

Form of Pension for a Married Participant Age 55 or Older Whose Supplementary Retirement Allowance Starts After December 31, 2006 and Before July 1, 2008.

a)

50% of the monthly supplementary retirement allowance that would have been payable to the Participant under this SERP at the time of his death, provided such supplementary allowance had not been reduced by the Participant’s Basic Pension;

b)

any survivor pension payable to the Spouse under the Qualified Pension Plan following the death of the Participant, or any survivor pension that would have been payable had the benefits under the Qualified Pension Plan not been commuted or paid in a lump sum. Where the Qualified Pension Plan is a plan as defined in Section 2.04 b) or c), the survivor pension payable to the Spouse shall be equal to 50% of the Participants Basic Pension as defined in Section 2.04.

(I)

Section 8.04B is added to read in its entirety as follows:

8.04B 

Form of Pension for a Married Participant Age 55 or Older Whose Supplementary Retirement Allowance is Paid After June 30, 2008.