EXHIBIT 10.8.1

SCHWEITZER-MAUDUIT INTERNATIONAL, INC.
DEFERRED COMPENSATION PLAN
Amended and Restated as of April 21, 2000

Article I
Establishment of Plan

1.1 Purpose. The Schweitzer-Mauduit International, Inc. Deferred Compensation Plan is intended to enhance the Corporation's ability to attract to and retain for the Corporation outstanding executive talent by providing a deferred compensation benefit to selected executives of the Corporation as more fully provided herein. The benefits provided under the Plan are in addition to other employee benefit plans and programs offered by the Corporation, including but not limited to tax-qualified employee benefit plans.

1.2 Effective Date and Term. Schweitzer-Mauduit International, Inc. adopts this unfunded deferred compensation plan effective as of January 1, 2000 to be known as the Schweitzer-Mauduit International, Inc. Deferred Compensation Plan, hereinafter referred to as the "Plan." This amended and restated Plan shall be effective as of the Effective Date.

1.3 Applicability of ERISA. This Plan is an unfunded plan maintained primarily for the purpose of providing deferred compensation to a select group of management and other highly compensated employees within the meaning of ERISA. It is the intent of the Corporation that the Plan be exempt from Parts 2, 3 and 4 of Subtitle B of Title I of ERISA as an unfunded Plan that is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees (the "ERISA exemption"). Notwithstanding anything to the contrary in any other provision of the Plan, the Plan Administrator may, in its sole discretion, exclude any one or more employees from eligibility to participate or from participation in the Plan, and may take any further action the Plan Administrator considers necessary or appropriate if the Plan Administrator reasonably determines in good faith that such exclusion or further action is necessary in order for the Plan to qualify for, or to continue to qualify for, the ERISA exemption.

Article II Definitions

As used within this document, the following words and phrases have the meanings described in this Article II unless a different meaning is required by the context. Some of the words and phrases used in the Plan are not defined in this Article II, but for convenience, are defined as they are introduced into the text. Words in the masculine gender shall be deemed to include the feminine gender. Any headings used are included for ease of reference only, and are not to be construed so as to alter any of the terms of the Plan.

2.1 AIP Awards. The cash awards, if any, that may be earned by participants in the Corporation's Annual Incentive Plan.

2.2 Annual Deferral. The amount of Base Salary and/or AIP Awards which the Participant elects to defer in each Deferral Period pursuant to Section 4.1 of the Plan.

2.3 Base Salary. A Participant's base annual salary for the applicable Plan Year.

2.4 Beneficiary. An individual or entity designated by a Participant in accordance with Section 15.6.

2.5 Board or Board of Directors. The Board of Directors of the Corporation.

2.6 Change of Control. For the purposes of this Plan, a Change of Control shall mean a the date as of which: (a) a third person, including a "group" as defined in Section 13(d)(3) of the Securities Act of 1934, acquires actual or beneficial ownership of shares of the Corporation having 15% or more of the total number of votes that may be cast for the election of Directors of the Corporation; or (b) as the result of any cash tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing transactions (a "Transaction"), the persons who were Directors of the Company before the Transaction shall cease to constitute a majority of the Board of Directors of the Company or any successor to the Company.

2.7 Code. The Internal Revenue Code of 1986. Reference to a section of the Code shall include that section and any comparable section or sections of any future legislation that amends, supplements or supersedes such section.

2.8 Committee. The Compensation Committee of the Corporation's Board of Directors.

2.9 Corporation. Schweitzer-Mauduit International, Inc.

2.10 Deferral Account. The account established for a Participant pursuant to
Section 5.1 of the Plan.

2.11 Deferral Election. The election made by the Participant pursuant to
Section 4.1 of the Plan.

2.12 Deferral Period. The Plan Year, or in the case of a newly hired or promoted employee who becomes an Eligible Employee during a Plan Year, the remaining portion of the Plan Year. In the case of the first Plan Year, the Deferral Period commences January 1, 2000 and ends December 31, 2000.

2.13 Disability. Totally and Permanently Disabled, as defined in the Corporation's Retirement Plan; provided that the Committee shall make a determination of Disability for any Participant in the Plan.

2.14 Effective Date. January 1, 2000

2.15 Eligible Employee. An employee of the Corporation who is designated by the Plan Administrator as being eligible to participate in the Plan or who is a member of a class of employees that the Plan Administrator has designated as being eligible to participate in the Plan. The employee shall remain eligible to participate in the Plan for such period as is designated by the Plan Administrator.

2.16     ERISA. The Employee Retirement Income Security Act of 1974, as amended.

2.17     IRS. The Internal Revenue Service.

2.18     Participant. Any Eligible Employee who is designated by the Plan

Administrator to participate in the Plan pursuant to Article III of the Plan commencing as of such time and for such period as is designated by the Plan Administrator. The list of Participants is set forth on Appendix A hereto, as amended from time to time.

2.19 Participant Agreement. The written agreement, including a Deferral Election Form, to defer Salary and/or AIP Awards made by the Participant. Such written agreement and Deferral Election Form shall be in a format designated by the Corporation.

2.20     Plan. The Schweitzer-Mauduit International, Inc. Deferred Compensation
Plan.

2.21     Plan Administrator. The Corporation's Human Resources Committee.

2.22     Plan Year. "Plan Year" means the 12-month period beginning each January

1 and ending on the following December 31.

2.23 Rabbi Trust. The Rabbi Trust, which the Corporation may, in its discretion, establish for the Schweitzer-Mauduit International, Inc. Deferred Compensation Plan, as amended from time to time.

2.24 Specified Age. Upon retirement at age 55 or a later age chosen by the Participant on his Participation Agreement and Deferral Election Form at which time the vested credits in the Participant's Deferral Account shall be paid out as benefits in accordance with the payment method selected by the Participant in accordance with the Plan terms, unless benefits have commenced to pay-out earlier as provided in Article VII of the Plan.

2.25 Valuation Date. Each business day of the Plan Year.

2.26 Year of Service. Each consecutive twelve (12) month period during which a Participant is continuously and actively employed by the Corporation.

Article III Eligibility and Participation

3.1 Participation - Eligibility and Initial Period. Participation in the Plan is open only to Eligible Employees of the Corporation. Each Eligible Employee of the Corporation, as of the Effective Date, may become a Participant for the Deferral Period from January 1, 2000 through December 31, 2000 ("Initial Period") if he submits a properly completed Participation Agreement and Deferral Election Form to the Plan Administrator prior to December 31, 1999. Following the Initial Period, a Participant must submit a Deferral Election Form by December 15 of the year preceding the Plan Year for which the Deferral Election was made. Any employee becoming an Eligible Employee after the Effective Date,
e.g., new hires or promoted employees, may become a Participant for the current Deferral Period commencing on or after he becomes an Eligible Employee if he submits a properly completed Participation Agreement and Deferral Election Form within thirty (30) days after becoming eligible for participation.

3.2 Participation - Subsequent Entry into Plan. An Eligible Employee who does not elect to participate at the time of initial eligibility as set forth in
Section 3.1 shall remain eligible to become a Participant in subsequent Plan Years as long as he continues his status as an Eligible Employee. In such event, the Eligible Employee may become a Participant by submitting a properly executed Participation Agreement and Deferral Election Form on or prior to December 15 of the year preceding the Plan Year for which it is effective.

3.3 Determination of Non-Eligibility to Participate. If, at any time, an Eligible Employee or Participant is determined or reasonably believed, based on a judicial or administrative determination or opinion of counsel, not to qualify as "management" or a "highly compensated employee" under ERISA Sections 201(2),
301 (a) (3), and 401 (a) (1), the employee shall cease participation in the Plan as of the date of such determination. Should the Plan Administrator determine, in its sole discretion, that a distribution of benefits must be made to the former participant for the Plan to remain qualified for the ERISA exemption, the Plan benefit to which he is entitled will be distributed to him as soon as administratively possible in a single lump-sum payment, notwithstanding any other provision of the Plan.

Article IV Contributions

4.1 Deferral Election. On or before the 15th day of December preceding the first day of each Plan Year, a Participant may file with the Plan Administrator, a Participation Agreement and Deferral Election Form indicating the amount of Salary and/or AIP Award Deferrals for that Plan Year. A Participant shall not be obligated to make a Deferral Election in each Plan Year to remain a participant in the Plan. After a Plan Year commences, such Deferral Election shall continue for the entire Plan Year except that it shall terminate upon Termination of Employment and upon not less than thirty (30) days prior written notice from the Participant to cease further deferrals during such Plan Year in such form as the Plan Administrator shall specify.

4.2 Maximum Deferral Election. A Participant may elect to defer up to 25% of Base Salary. A Participant may also elect to defer up to 50% of AIP Awards that are earned or paid during the first Plan Year, which includes the period from January 1, 2000 through December 31, 2000. Thereafter, a Participant may elect to defer up to 25% of Base Salary and/or up to 50% of AIP Awards earned during the corresponding Deferral Period. The amount of deferral may be stated as a flat dollar amount or as a percent rounded to the nearest $100. A Deferral Election may be automatically reduced if the Plan Administrator determines that such action is necessary to meet Federal or State tax withholding obligations.

4.3 Minimum Deferral Election. A Participant who wishes to defer a portion of his qualifying compensation must elect to defer at least $1, 200 during the Deferral Period from Base Salary, AIP Awards, or a combination of Base Salary and AIP Awards. The Participant may also elect not to make any deferral for a Plan Year.

4.4 Employer Contributions. The Corporation, with the Committee's prior approval, may, in its sole discretion, make a contribution to any one or more of the Participants' Deferral Accounts.

4.5 Insurance. The Corporation may insure the lives of Participants. A Participant whose deferral is approved shall, as a condition of his deferral, cooperate in providing any information or submitting to any necessary examinations that may be requested by the Corporation in connection with its application for such insurance policies. The Corporation shall be the applicant, owner and beneficiary of such policies. The Participant shall have no interest in any policies nor will the Participant be able to look to an insurance carrier for benefits under any such policies.

Article V Accounts

5.1 Deferral Accounts. Solely for recordkeeping purposes, The Plan Administrator shall establish a Deferral Account for each Participant. A Participant's Deferral Account shall be credited with the contributions made by him or on his behalf by the Corporation under Section 4.4 and shall be credited (or charged, as the case may be) with the hypothetical or deemed investment earnings and losses determined pursuant to Section 5.3, and charged with distributions made to or with respect to him.

5.2 Crediting of Deferral Accounts. Salary contributions under Section 4.1 shall be credited to a Participant's Deferral Account as of the date on which such contributions were withheld from his Base Annual Salary. AIP Award contributions under Section 4.1 shall be credited to a Participant's Deferral Account as of the date on which the contribution would have otherwise been paid in cash. Contributions under Section 4.4 shall be credited to the Participant's Deferral Account as of the date declared by the Corporation. Any distribution with respect to a Deferral Account shall be charged to that Account as of the date such payment is made by the Corporation or the trustee of any Rabbi Trust established for the Plan.

5.3 Earning Credits or Losses. Amounts credited to a Deferral Account shall be credited with deemed net income, gain and loss, including the deemed net unrealized gain and loss based on hypothetical investment directions made by the Participant with respect to this Deferral Account on a form designated by the Plan Administrator, in accordance with investment options and procedures adopted by the Plan Administrator in its sole discretion, from time to time. Such earnings will continue to accrue during any period in which installments of vested benefits are paid to a Participant or his beneficiary pursuant to Article VII.

5.4 Hypothetical Nature of Accounts. The Plan constitutes a mere promise by the Corporation to make the benefit payments in the future. Any Deferral Account established for a Participant under this Article V shall be hypothetical in nature and shall be maintained for the Corporation's recordkeeping purposes only, so that any contributions can be credited and so that deemed investment earnings and losses on such amounts can be credited (or charged, as the case may be). Neither the Plan nor any of the Accounts (or subaccounts) shall hold any actual funds or assets. The right of any individual or entity to receive one or more payments under the Plan shall be an unsecured claim against the general assets of the Corporation. Any liability of the Corporation to any Participant, former Participant, or Beneficiary with respect to a right to payment shall be based solely upon contractual obligations created by the Plan. The Corporation, the Board of Directors, the Committee, the Plan Administrator and any individual or entity shall not be deemed to be a trustee of any amounts to be paid under the Plan. Nothing contained in the Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship, between the Corporation and a Participant, former Participant, Beneficiary, or any other individual or entity. The Corporation may, in its sole discretion, establish a Rabbi Trust as a vehicle in which to place funds with respect to this Plan. The Corporation does not in any way guarantee any Participant's Deferral Account against loss or depreciation, whether caused by poor investment performance,

insolvency of a deemed investment or by any other event or occurrence. In no event shall the employee, officer, director, or stockholder of the Corporation be liable to any individual or entity on account of any claim arising by reason of the Plan provisions or any instrument or instruments implementing its provisions, or for the failure of any Participant, Beneficiary or other individual or entity to be entitled to any particular tax consequences with respect to the Plan or any credit or payment thereunder.

5.5 Statement of Deferral Accounts. The Plan Administrator shall provide to each Participant quarterly statements setting forth the value of the Deferral Account maintained for such Participant.

Article VI Vesting

6.1 Vesting. The Corporation's contributions, if any, credited to a Participant's Deferral Account under Plan Section 4.4 and any deemed investment earnings attributable to these contributions shall be one hundred percent (100%) vested or nonforfeitable when the Participant has completed four (4) Years of Service with the Corporation following the date the Corporate Contribution is awarded by action of the Committee, irrespective of when the Corporate Contribution is credited to the Participant's Deferral Account. Prior to the time a Participant has four (4) Years of Service with the Corporation following the date the Corporate Contribution is awarded by the Committee, the Corporation's contributions to his account shall be zero percent (0%) vested. In addition, a Participant shall be one hundred percent (100%) vested in the Corporation's contributions, including any deemed investment earnings attributable to these contributions, upon his death or Disability while he is actively employed by the Corporation or in the event of a Change of Control. All other amounts credited to a Participant's Deferral Account shall be one hundred percent (100%) vested at all times.

Article VII Benefits

7.1 Attainment of Specified Age. Unless benefits have already commenced pursuant to another section in this Article VII, a Participant shall be entitled to begin receipt of the vested amount credited to his Deferral Account as of the Valuation Date coinciding with the Specified Age chosen according to his Participation Agreement and Deferral Election Form. Payment of any amount under this Section shall commence within thirty (30) days of the Participant's Specified Age and in accordance with the payment method elected by the Participant on his Participation Agreement and Deferral Election Form. Payments shall commence on or after that age even if the Participant is still then employed.

7.2 Disability. If a Participant suffers a Disability while employed with the Corporation and before he is entitled to benefits under this Article, he shall receive the amount credited to his Deferral Account as of the Valuation Date coinciding with the Date on which the Participant is determined to have suffered a Disability. Payment of any amount under this Section shall

commence within thirty (30) days of when the Committee determines the existence of the Participant's Disability and in accordance with the payment method elected by the Participant on his Participation Agreement and Deferral Election Form. Upon the Participant's written request and subject to approval of the Plan Administrator, exercised in its sole discretion, an alternative payment method, including a lump sum or shorter period of distribution, may be used.

7.3 Pre-Retirement Survivor Benefit. If a Participant dies before becoming entitled to benefits under this Article, the Beneficiary or Beneficiaries designated pursuant to Section 15.6, shall receive the vested amount credited to the Participant's Deferral Account as of the Valuation Date coinciding with the date of the Participant's death. Payment of any amount under this Section shall be made within thirty (30) days of the Participant's death, or if later, within thirty (30) days of when the Plan Administrator receives notification of or otherwise confirms the Participant's death.

7.4 Post-Retirement Survivor Benefit. If a Participant dies after benefits have commenced, but prior to receiving complete payment of benefits under this Article, the Beneficiary or Beneficiaries designated under Section 15.6, shall receive in a single lump sum the vested amount credited to the Participant's Deferral Account as of the Valuation Date coinciding with the date of the Participant's death. Payment of any amount under this Section shall be made within thirty (30) days of the Participant's death, or if later, within thirty
(30) days of when the Plan Administrator receives notification of or otherwise confirms the Participant's death.

7.5 Termination. If a Participant's employment terminates with the Corporation before he becomes entitled to receive benefits by reason of any of the above Sections, he shall receive in a single lump sum or in five (5) annual installments, at the Participant's election, the vested amount credited to his Deferral Account as of the Valuation Date coinciding with the date on which the Participant's employment terminates. Payment of the first annual installment or any lump sum amount under this Section shall be made within thirty (30) days of when the Participant terminates his employment with the Corporation. Upon the Participant's written request and subject to approval of the Plan Administrator, exercised in its sole discretion, an alternative payment method including, but not limited to, a lump sum or shorter period of distribution, may be used.

7.6 Change of Control. If a Change of Control occurs before a Participant becomes entitled to receive benefits by reason of any of the above Sections or before the Participant has received complete payment of his benefits under this Article, he shall receive a lump sum payment of the amount credited to his Account as of the Valuation Date immediately preceding the date on which the Change of Control occurs. Payment of any amount under this section shall commence within thirty (30) days of when the Change of Control occurs.

7.7 Payment Methods. Unless otherwise provided in this Article VII, a Participant may elect to receive payment of the vested amount credited to his Deferral Account in a single lump sum or in five (5), or ten (10) annual installments. This election must be made in the Participation Agreement and Deferral Election Form for the corresponding Plan Year. Any

installment payments shall be paid annually on the first practicable day after the distributions are scheduled to commence. Each installment payment shall be determined by multiplying the Deferral Account Balance by a fraction, the numerator of which is one and the denominator of which is the number of remaining installment payments. Notwithstanding anything hereinbefore to the contrary, a Participant may modify the original payment election made in the Participation Agreement and Deferral Election Form to one of the other permitted payment forms not less than one year before the first distribution of the deferred amount for the corresponding Plan Year is scheduled to commence. A Participant change in the form of payment shall be in writing on such form and in accordance with such procedures as shall be established by the Plan Administrator.

Article VIII In- Service Distributions

8.1 Election of In-Service Distributions. A Participant may elect in each Deferral Period, for that particular Deferral Election, to receive in the future a distribution from his Deferral Account while still an active employee of the Corporation ("In-Service Distribution"). Such Deferral Election shall state the percentage or flat dollar amount and date on which such In-Service Distribution is to be paid. Each election shall state the date on which such In-Service Distribution is to be paid; provided that such date is not earlier than five (5) years after the end of the Plan Year in which the amount subject to an In-Service Distribution is deferred. For example: The earliest distribution date for the initial Plan Year ending December 31, 2000 would be January 1, 2005. This is calculated using 2000 as the "Plan Year" plus five (5).

8.2 Payment of In-Service Distributions. All In-Service Distributions shall be made within thirty (30) days of the date stated on the Election Form. Distributions shall be in the form of a single lump sum payment.

8.3 Termination Prior to In-Service Distribution Date. Notwithstanding a Participant's election of an In-Service Distribution, in the event a Participant's employment terminates for any reason pursuant to Section VII of the Plan Document and prior to such Participant receiving any In-Service Distribution, the Participant shall receive his Deferral Account according to the payment method designated in Article VII or as elected on his Participation Agreement and Deferral Election Form.

Article IX Hardship Withdrawals

9.1 Hardship Withdrawals. If a Participant incurs an unforeseeable emergency, the Participant may make a written request to the Plan Administrator for a hardship withdrawal from his account. An unforeseeable emergency is a severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or the Participant's dependent (as defined in Section 152(e) of the Code), loss of the Participant's property due to casualty or other similar extraordinary and unforeseen circumstances beyond the control of the Participant. Withdrawals of amounts because of unforeseeable emergencies are only permitted to

the extent reasonably necessary to satisfy the emergency need. This section shall be interpreted in a manner consistent with Sections 1.457-2(h)(4) and 1.457-2(h)(5) of the Treasury Regulations. In the event of a Hardship Withdrawal, the Participant's deferrals for the remainder of the Plan Year shall be suspended. Deferrals may commence with the next following Plan Year provided the Participant completes the appropriate Participation Agreement and Deferral Election Form prior to January 1 of the corresponding Plan Year.

Article X Automatic Distribution Triggered by Corporate Events

10.1 Definitions Applicable to Article X. Terms capitalized in this Article X shall have the meaning given to such terms in this Section 10.1 or, if not defined in this Section, they shall have the meaning given to such terms in accordance with Article II.

10.1.1 "Applicable Accounting Rules" means the body of generally accepted accounting principles which are applicable to the preparation and presentation of the Corporation's financial statements.

10.1.2 "Capital Leases" means any lease of any Property by the Corporation as lessee which would, in accordance with Applicable Accounting Rules, be required to be classified and accounted for as a capital lease on the balance sheet of the Corporation.

10.1.3            "Debt" means without duplication:

         (a)       indebtedness of the Corporation for borrowed money;

         (b)       obligations of the Corporation evidenced by bonds,

debentures, notes or other similar instruments;

(c) obligations of the Corporation to pay the deferred purchase price of property or services (other than accounts payable);

(d) obligations of the Corporation as lessee under Capital Leases;

(e) obligations of the Corporation under direct or indirect guaranties in respect of, and obligations (contingent or otherwise) of the Corporation to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds referred to in clauses (a) through (d) above;

(f) all obligations of the Corporation under any Interest Hedge Agreement; and

(g) indebtedness or obligations of others of the kinds referred to in clauses (a) through (f) secured by any Lien on or in respect of any Property of the Corporation.

10.1.4 "EBITDA" means, for any period, (a) Net Income for such period plus (b) to the extent deducted in determining Net Income, interest expense, taxes and depreciation and amortization for such period.

10.1.5 "Fixed Charge Coverage Ratio" means, for the Corporation at the end of any fiscal quarter, the ratio of the Company's (a) EBITDA during the four-fiscal quarter period then ended to (b) its Fixed Charges for the four-fiscal quarter period then ended; provided that, any such calculation of the Fixed Charge Coverage Ratio made after the occurrence of a Potential Phaseout Event shall (c) for the first Phaseout Quarter, be made using EBITDA and Fixed Charges for such Phaseout Quarter only, (ii) for the second Phaseout Quarter, be made using EBITDA and Fixed Charges for such Phaseout Quarter and the preceding Phaseout Quarter, (iii) for the third Phaseout Quarter, be made using EBITDA and Fixed Charges for such Phaseout Quarter and the preceding two Phaseout Quarters, and (iv) for each Phaseout Quarter thereafter, be made using EBITDA and Fixed Charges for the four-Phaseout Quarter period then ended.

10.1.6 "Fixed Charges" means, for any period, (a) if no Potential Phaseout Event has occurred, the sum of cash interest expense, Restricted Payments made by the Company, cash taxes and depreciation for such period and (b) if a Potential Phaseout Event has occurred, the sum of cash interest expense, rent expense, Restricted Payments made by the Company, cash taxes and capital expenditures for such period.

10.1.7 "Interest Hedge Agreement" means an interest hedge, rate swap, or cap, or similar arrangement between the Corporation and a financial institution providing for the exchange of nominal interest obligations or the cap of the interest rate on the advances made under any credit agreement entered into by the Corporation.

10.1.8 "Lien" means any mortgage, lien, pledge, assignment, charge, deed of trust, security interest, hypothecation, preference, deposit arrangement or encumbrance (or any other arrangement having the practical effect of the foregoing) to secure or provide for the payment of any obligation of the Corporation, whether arising by contract, operation of law of otherwise (including, without limitation, the interest of a vendor or lessor under any conditional sale agreement, Capital Lease or other title retention agreement).

10.1.9 "Net Income" means, for any period, the Corporation's net income for such period after taxes, as determined in accordance with GAAP, excluding, however, extraordinary items, including (a) any net gain or loss during such period arising from the sale, exchange or other disposition of capital assets (such term to include all fixed assets and all securities) other than in the ordinary course of business and (b) any write-up or write-down of assets.

10.1.10 "Phaseout Quarter" means, in connection with any Potential Phaseout Event, (a) any fiscal quarter of the Corporation ending after the occurrence of such Potential Phaseout Event if such Potential Phaseout Event occurred during the first 45

days of the applicable Test Quarter and (b) any fiscal quarter of the Corporation commencing after the occurrence of such Potential Phaseout Event if such Potential Phaseout Event occurred after the first 45 days of the applicable Test Quarter.

10.1.11 "Potential Phaseout Event" means (a) the receipt or delivery of any notice which indicates the nonrenewal of the Strategic Supply Agreement for fine papers between the Corporation and Philip Morris, as amended, ("Supply Agreement") beyond (i) the initial term of the Supply Agreement or (ii) any renewal term of the Supply Agreement,
(b) the giving of a notice by either Philip Morris or the Corporation demanding an early termination under the Supply Agreement, or (c) the occurrence of any event or condition which causes a phaseout period (as described in the Supply Agreement) to be initiated.

10.1.12 "Property" means any property or assets (whether real, personal, or mixed, tangible or intangible) of the Corporation.

10.1.13 "Restricted Payment" means the making by the Company of any dividends or other distributions (in cash, property, or otherwise) with respect to its capital stock other than dividends payable in the Company's stock.

10.1.14 "Test Quarter" means, for any Potential Phaseout Event, the first fiscal quarter of the Company during which such Potential Phaseout Event occurred.

10.2 Automatic Distribution of Participant Benefits. The entire vested Deferral Account of each Participant in the Plan shall automatically be distributed in a single lump sum if, for a period of four consecutive calendar quarters:

(a) the Corporation's current assets do not exceed current liabilities, excluding all Debt, by $15 million or more; and

(b) the Fixed Charge Coverage Ratio is below 1.1

A distribution will only occur if both factors are triggered.

Article XI Establishment of Trust

11.1 Establishment of Trust. The Corporation may establish a Rabbi Trust ("Trust") for the Plan. If established, all benefits payable under this Plan to a Participant shall be paid directly by the Corporation from the Trust. To the extent that such benefits are not paid from the Trust, the benefits shall be paid from the general assets of the Corporation and shall be reimbursed to the Corporation by the Trust at the Corporation's request upon presentation of reasonable proof that the Corporation made such payment. Any Trust shall be an irrevocable grantor trust which conforms to the terms of the model trust as described in IRS Revenue Procedure 92-64, I.R.B. 1992-33. The assets of the Trust are subject to the claims of the Corporation's creditors in the event of its insolvency. Except as to any amounts paid or payable to a Trust, the Corporation shall not be obligated to set aside, earmark or escrow any funds or other assets to satisfy its obligations under this Plan, and the Participant and/or his designated Beneficiaries shall not have any property interest in any specific assets of the Corporation other than the unsecured right to receive payments from the Corporation, as provided in this Plan.

11.2 Payment From the Trust. In the event a Trust is established and payments are not made by the Corporation in accordance with the terms of the Plan, a Participant may petition the trustee of the Trust directly for payment and the trustee may make such payment directly to the Participant upon the trustee's good faith determination that the payment was in fact owed, was not timely paid by the Corporation and that there are sufficient assets in the Trust to make the payment.

Article XII Plan Administration

12.1 Plan Administration. The Plan shall be administered by the Committee, and such Committee may designate an agent to perform the recordkeeping duties and delegate to the Plan Administrator any of the Committee's functions specified in this Article XII. The Committee shall construe and interpret the Plan, including disputed and doubtful terms and provisions and, in its sole discretion, decide all questions of eligibility and determine the amount, manner and time of payment of benefits under the Plan. The determinations and interpretations of the Committee shall be consistently and uniformly applied to all similarly situated Participants and Beneficiaries, including but not limited to interpretations and determinations of amounts due under this Plan, and shall be final and binding on all parties. The Plan at all times shall be interpreted and administered as an unfunded deferred compensation plan, and no provision of the Plan shall be interpreted so as to give any Participant or Beneficiary any right in any asset of the Corporation which is a right greater than the right of a general unsecured creditor of the Corporation.

Article XIII Nonalienation of Benefits

13.1 Nonalienation of Benefits. The interests of Participants and their Beneficiaries under this Plan are not subject to the claims of their creditors and may not be voluntarily or involuntarily sold, transferred, alienated, assigned, pledged, anticipated, encumbered, attached or garnished. Any attempt by a Participant, his Beneficiary, or any other individual or entity to sell, transfer, alienate, assign, pledge, anticipate, encumber, attach, garnish, charge or otherwise dispose of any right to benefits payable shall be void. The Corporation may cancel and refuse to pay any portion of a benefit which is sold, transferred, alienated, assigned, pledged, anticipated, encumbered, attached or garnished. The benefits which a Participant may accrue under this Plan are not subject to the terms of any Qualified Domestic Relations Order (as that term is defined in Section 414(p) of the Code) with respect to any Participant, and the Plan Administrator, Board of Directors, Committee and Corporation shall not be required to comply with the terms of such order in connection with this Plan. The withholding of taxes from Plan payments, the recovery of Plan overpayments of benefits made to a Participant or Beneficiary, the transfer of Plan benefit rights from the Plan to another plan, or the direct deposit of Plan Payments to an account in a financial institution (if not actually a part of an arrangement constituting an assignment or alienation) shall not be construed as assignment or alienation under this Article XIII.

Article XIV Amendment and Termination

14.1 Amendment and Termination. The Corporation reserves the right to amend, alter or discontinue this Plan at any time. Such action may be taken in writing by the Plan Administrator. However, no such amendment shall deprive any Participant or Beneficiary of any portion of any benefit which would have been payable had the Participant's employment with the Corporation terminated on the effective date of such amendment or termination. Notwithstanding the provisions of this Article XIV to the contrary, the Corporation may amend the Plan at any time, in any manner, if the Corporation determines any such amendment is required to ensure that the Plan is characterized as providing deferred compensation for a select group of management or highly compensated employees and as described in ERISA Sections 201(2), 301(a)(3) and 401(a)(1) or to otherwise conform the Plan to the provisions of any applicable law including, but not limited to, ERISA and the Code.

Article XV General Provisions

15.1 Good Faith Payment. Any payment made in good faith in accordance with provisions of the Plan shall be a complete discharge of any liability for the making of such payment under the provisions of this Plan.

15.2 No Right to Employment. This Plan does not constitute a contract of employment, and participation in the Plan shall not give any Participant the right to be retained in the employment of the Corporation.

15.3 Binding Effect. The provisions of this Plan shall be binding upon the Corporation and its successors and assigns and upon every Participant and his heirs, Beneficiaries, estates and legal representatives.

15.4 Participant Change of Address. Each Participant entitled to benefits shall file with the Plan Administrator, in writing, any change of post office address. Any check representing payment and any communication addressed to a Participant or a former Participant at this last address filed with the Plan Administrator, or if no such address has been filed, then at his last address as indicated on the Corporation's records, shall be binding on such Participant for all purposes of the Plan, and neither the Plan Administrator, the Corporation nor any other payer shall be obliged to search for or ascertain the location of any such Participant. If the Plan Administrator is in doubt as to the address of any Participant entitled to benefits or as to whether benefit payments are being received by a Participant, it shall, by registered mail addressed to such Participant at his last known address, notify such Participant that:

(i) All unmailed and future Plan payments shall be withheld until Participant provides the Plan Administrator with evidence of such Participant's continued life and proper mailing address; and

(ii) Participant's right to any Plan payment shall, at the option of the Committee, be canceled forever, if, at the expiration of five (5) years from the date of such mailing, such Participant or his Beneficiary shall not have provided the Committee with evidence of his continued life and proper mailing address.

15.5 Notices. Each Participant shall furnish to the Plan Administrator any information the Plan Administrator deems necessary for purposes of administering the Plan, and the payment provisions of the Plan are conditional upon the Participant furnishing promptly such true and complete information as the Plan Administrator may request. Each Participant shall submit proof of his age when required by the Plan Administrator. The Plan Administrator shall, if such proof of age is not submitted as required, use such information as is deemed by it to be reliable, regardless of the lack of proof, or the misstatement of the age of individuals entitled to benefits. Any notice or information which, according to the terms of the Plan or requirements of the Plan Administrator, must be filed with the Plan Administrator, shall be deemed so filed if addressed and either delivered in person or mailed to and received by the Plan Administrator, in care of the Corporation at:

Schweitzer-Mauduit International, Inc. 100 North Point Center East Suite 600
Alpharetta, Georgia 30022 Attention: Human Resources Committee

15.6 Designation of Beneficiary. Each Participant shall designate, by name, on Beneficiary designation forms provided by the Plan Administrator, the Beneficiary(ies) who shall receive any benefits which might be payable after such Participant's death. A Beneficiary designation may be changed or revoked without such Beneficiary's consent at any time or from time to time in the manner as provided by the Plan Administrator, and the Plan Administrator shall have no duty to notify any individual or entity designated as a Beneficiary of any change in such designation which might affect such individual or entity's present or future rights. If the designated Beneficiary does not survive the Participant, all amounts that would have been paid to such deceased Beneficiary shall be paid to the Participant or to his estate.

No Participant shall designate more than five (5) simultaneous Beneficiaries, and if more than one (1) Beneficiary is named, Participant shall designate the share to be received by each Beneficiary. Despite the limitation on five (5) Beneficiaries, a Participant may designate more than five (5) Beneficiaries provided such beneficiaries are the surviving spouse and children of the Participant. If a Participant designates alternative, successor, or contingent Beneficiaries, such Participant shall specify the shares, terms and conditions upon which amounts shall be paid to such multiple, alternative, successor or contingent beneficiaries. Any payment made under this Plan after the death of a Participant shall be made only to the Beneficiary or Beneficiaries designated pursuant to this Section.

15.7 Claims. Any claim for benefits must initially be submitted in writing to the Plan Administrator. If such claim is denied (in whole or in part), the claimant shall receive notice from the Plan Administrator, in writing, setting forth the specific reasons for denial, with specific reference to applicable provisions of this Plan. Such notice shall be provided within ninety (90) days of the date the claim for benefits is received by the Plan Administrator, unless special circumstances require an extension of time for processing the claim, in which event notification of the extension shall be provided to the claimant prior to the expiration of the initial 90 day period. The extension notification shall indicate the special circumstances requiring the extension of time and the date by which the Plan Administrator expects to render its decision. Any such extension shall not exceed 90 days. Any disagreements about such interpretations and construction may be appealed in writing by the claimant within sixty (60) days to the Plan Administrator. The Plan Administrator shall respond to such appeal within sixty (60) days, with a notice in writing fully disclosing its decision and its reasons, unless special circumstances require an extension of time for reviewing the claim, in which event notification of the extension shall be provided to the claimant prior to the expiration of the initial sixty (60) day period. Any such extension shall be provided to the claimant prior to the commencement of the extension. Any such extension shall not exceed 60 days. No member of the Board of Directors, or any committee thereof, and no officer, employee or agents of the Corporation shall be liable to any individual or entity for any action taken hereunder, except those actions undertaken with lack of

good faith. Provided that the Corporation has established a Trust for the Plan pursuant to which the trustee has agreed to act in a capacity other than as a directed trustee in the event of a Change of Control, the trustee of the Trust shall perform the duties of the Plan Administrator under this Section 15.7 following a Change of Control.

15.8 Action by Board of Directors. Any action required to be taken by the Board of Directors of the Corporation pursuant to the Plan provisions may be performed by the Compensation Committee of the Board.

15.9 Governing Law. To the extent not superseded by the laws of the United States, the laws of the State of Georgia shall be controlling in all matters relating to this Plan.

15.10 Severability. In the event any provision of this Plan shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of the Plan, and the Plan shall be interpreted and enforced as if such illegal and invalid provisions had never been set forth.

IN WITNESS WHEREOF, Schweitzer-Mauduit International, Inc. has adopted the foregoing instrument effective as of December 2, 1999.

Schweitzer-Mauduit International, Inc.

By:

Title:

ATTEST:

EXHIBIT 10.8.2

SCHWEITZER-MAUDUIT INTERNATIONAL, INC.
DEFERRED COMPENSATION PLAN
FOR NON-EMPLOYEE DIRECTORS

Article I - Purpose and Participation

The purpose of the Schweitzer-Mauduit International, Inc. Deferred Compensation Plan for Non-Employee Directors ("Plan") is to enhance the ability of Schweitzer-Mauduit International, Inc. ("SWM") to attract and retain as members of its Board of Directors ("Board") individuals of outstanding competence.

Article II - Definitions

As used within this document, the following words and phrases have the meanings described in this Article II unless a different meaning is required by the context. Some of the words and phrases used in the Plan are not defined in this Article II, but for convenience, are defined as they are introduced into the text. Words in the masculine gender shall be deemed to include the feminine gender. Any headings used are included for ease of reference only, and are not to be construed so as to alter any of the terms of the Plan.

2.1 Annual Deferral. The amount of the annual retainer or meeting fees which the Director elects to defer in each Deferral Period pursuant to Article 3.2 of the Plan.

2.2 Beneficiary. An individual or entity designated by a Participant in accordance with Article 8.11.

2.3 Board or Board of Directors. The Board of Directors of the Corporation.

2.4 Change of Control. For the purposes of this Plan, a Change of Control shall mean the date as of which: (a) a third person, including a "group" as defined in Section 13(d)(3) of the Securities Act of 1934, acquires actual or beneficial ownership of shares of the Corporation having 15% or more of the total number of votes that may be cast for the election of Directors of the Corporation; or (b) as the result of any cash tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing transactions (a "Transaction"), the persons who were Directors of the Corporation before the Transaction shall cease to constitute a majority of the Board of Directors of the Corporation or any successor to the Corporation.

2.5 Code. The Internal Revenue Code of 1986. Reference to a section of the Code shall include that section and any comparable section or sections of any future legislation that amends, supplements or supersedes such section.

2.6 Committee. The Compensation Committee of the Corporation's Board of Directors.

2.7 Corporation. Schweitzer-Mauduit International, Inc.

2.8 Deferral Accounts. The Stock Unit Account and the Investment Account established for each Director participating in this Plan pursuant to Sections 4.2 and 4.3, respectively, of the Plan.

2.9 Deferral Election. The election made by the Director pursuant to Article 3.2 of the Plan.

2.10 Deferral Period. The Plan Year, or in the case of a new Director elected during a Plan Year, the remaining portion of the Plan Year. In the case of the first Plan Year, the Deferral Period commences April 1, 2000 and ends December 31, 2000.

2.11 Disability. Totally and Permanently Disabled, as defined in the Corporation's Retirement Plan; provided that the Committee shall make a determination of Disability for any Director in the Plan.

2.12 Effective Date. April 1, 2000.

2.13 Fair Market Value. Shall have the meaning given to such term in Article 4.2.

2.14 IRS. The Internal Revenue Service.

2.15 Plan. The Schweitzer-Mauduit International, Inc. Deferred Compensation Plan for Non-Employee Directors.

2.16 Plan Administrator. The Corporation's Board of Directors or a committee thereof as appointed by the Board from time to time.

2.17 Plan Year. "Plan Year" means the 12-month period beginning each January 1 and ending on the following December 31.

2.18 Rabbi Trust. The trust which the Corporation, as grantor, may establish, in its discretion, as a trust intended to qualify under subpart E, part I, Subchapter J, chapter 1, Subtitle A of the Code as a grantor trust for the Plan.

2.19 Valuation Date. Shall have the meanings, as applicable, given to such term in Sections 5.1, 5.2, 5.3 and 5.4.

Article III - Eligibility and Participation

3.1 Non-employee members of the Board ("Directors") may elect to defer receipt of all or any portion of earned Director's annual retainer fees paid in SWM common stock pursuant to the Schweitzer-Mauduit International, Inc. Outside Director Stock Plan into a

stock unit account (the "Stock Unit Account") and Board and committee meeting fees, established by resolution of the Board from time to time and other amounts paid to Directors in cash by the Corporation, into an Investment Account (the "Investment Account")(collectively, the retainer fees, Board and committee meeting fees and other sums are called "Director's Compensation" herein). One-quarter of a Director's annual retainer fee shall be deemed earned on the first business day of each calendar quarter and all Board and committee meeting fees shall be deemed earned on the last business day of the calendar month in which the meeting is attended by the Director.

3.2 Each Director must file with SWM's Vice President-Administration by March 15, 2000 a Deferral Election Form (Exhibit I) indicating deferral amounts elected during the remainder of calendar year 2000 ("Initial Period"). Following the Initial Period, a Director must submit a Deferral Election Form to SWM's Vice President-Administration by December 15 indicating deferrals elected for the following Plan Year.

3.3 If any individual initially becomes a Director during a Plan Year, he or she may elect to defer Director's Compensation to be earned during that Plan Year at any time before attendance at the first Board or committee meeting following election to the Board.

Article IV - Deferred Compensation Accounts

4.1 For record-keeping purposes only, SWM shall maintain a Stock Unit Account and an Investment Account.

4.2 Stock Unit Account. The Stock Unit Account shall consist of fictional shares ("Stock Units") of SWM par value $0.10 common stock ("Common Stock") accumulated and accounted for the sole purpose of determining the pay out in shares of Common Stock or the cash equivalent upon any distribution of benefits under this portion of a Director's deferred compensation.

4.2.1 One quarter of the Director's deferred annual retainer fee will be credited to the Stock Unit Account on the first trading day on the New York Stock Exchange ("Trading Day") of each calendar quarter during the Plan Year to the hypothetical purchase of whole or fractional shares of Common Stock on that day.

4.2.2 For purposes of determining the number of whole or fractional shares of Common Stock which shall be credited to the Stock Unit Account, the hypothetical purchase shall be deemed to be made at Fair Market Value on the date of the hypothetical purchase. For purposes of Article 4.2, Fair Market Value shall be the mean between the high and low sales prices of the Common Stock, on the relevant date as reported on the composite list used by the Wall Street Journal for reporting stock prices, or if no such trading in the Common Stock shall have taken place on that day, on the last preceding day on which there was such trading in the Common Stock.

4.2.3 The equivalent of any cash dividends paid with respect to the shares of Common Stock shall be applied on the last business day of the month in which such dividends are paid, based on the hypothetical number of shares of Common Stock in the Stock Unit Account as of the record date for such dividend, to the hypothetical purchase of whole or fractional shares of Common Stock at Fair Market Value and credited to the Stock Unit Account.

4.2.4 In the event SWM pays a stock dividend or reclassifies or divides or combines its outstanding Common Stock then an appropriate adjustment shall be made in the hypothetical number of shares of Common Stock held in the Stock Unit Account.

4.3 Investment Account - As of the end of each calendar month in which a Director would be entitled to payment of Board or committee meeting fees, SWM shall credit to

the Investment Account the amount of such meeting fees that were deferred by the Director in the Deferral Election Form submitted for the applicable Plan Year.

4.3.1 Any distribution of benefits from an Investment Account shall be charged to that account as of the date such payment is made by SWM or by the trustee of any Rabbi Trust established by the Corporation for the Plan.

4.4 Earnings and Losses on the Investment Account - The Investment Account balance shall be credited or debited, as the case may be, with deemed net income, gain and loss, including the deemed net unrealized gain and loss based on hypothetical investment directions made by the Participant with respect to the Investment Account on the Deferral Election Form, in accordance with investment options and procedures adopted by the Plan Administrator in its sole discretion, from time to time.

4.5 Hypothetical Nature of Accounts - The Plan constitutes an unsecured promise by SWM to make the benefit distributions in the future in the amount of the cash account balance in the Investment Account, after adjustment for gains or losses, and for the number of whole or fractional shares of Common Stock in the Stock Unit Account. Any Deferral Account established for a Director under this Plan shall be hypothetical in nature and shall be maintained solely for the Corporation's record-keeping purposes so that any contributions can be credited and deemed investment earnings and losses on such amounts can be credited (or debited, as the case may be). Neither the Plan, the Investment Accounts (or subaccounts) nor the Stock Unit Account shall hold any actual funds or assets.

4.5.1 The right of any individual or entity to receive one or more payments or distributions of shares of Common Stock under the Plan shall be an unsecured claim against the general assets of the Corporation. Any liability of the Corporation to any Director, former Director, or Beneficiary with respect to a right to payment or distribution shall be based solely upon contractual obligations created by the Plan. The Corporation, the Board of Directors, the Committee, the

Plan Administrator and any individual or entity shall not be deemed to be a trustee of any amounts to be paid or shares of Common Stock to be distributed under the Plan. Nothing contained in the Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship, between the Corporation and a Director, former Director, Beneficiary, or any other individual or entity.

4.5.2 The Corporation may, in its sole discretion, establish a Rabbi Trust as a vehicle in which to place funds or shares of Common Stock with respect to this Plan. If established, all benefits payable under this Plan to a Director shall be paid directly by the Corporation from the Rabbi Trust. To the extent that such benefits are not paid from the Rabbi Trust, the benefits shall be paid from the general assets of the Corporation and shall be reimbursed to the Corporation by the Rabbi Trust at the Corporation's request upon presentation of reasonable proof that the Corporation made such payment. The assets of the Rabbi Trust shall be subject to the claims of the Company's creditors in the event of its insolvency. Except as to any amounts paid or payable to a Rabbi Trust, the Company shall not be obligated to set aside, earmark or escrow any funds or other assets to satisfy its obligations under this Plan, and the Directors shall not have any property interest in any specific assets of the Corporation other than the unsecured right to receive payments from the Corporation, as provided in this Plan.

4.5.3 The Corporation does not in any way guarantee any Director's Investment Account against loss or depreciation, whether caused by poor investment performance, insolvency of a deemed investment or by any other event or occurrence. In no event shall any employee, officer, director, or stockholder of the Corporation be liable to any individual or entity on account of any claim arising by reason of the Plan provisions or any instrument or instruments implementing its provisions, or for the failure of any Director, Beneficiary or other

individual or entity to be entitled to any particular tax consequences with respect to the Plan or any credit or payment of benefits thereunder.

Article V - Benefits

5.1 Disability. If a Director suffers a Disability while serving as a Director of the Corporation and before he is entitled to benefits under this Plan, he shall receive the number of shares of Common Stock and the cash amount credited to his Deferral Accounts as of the Valuation Date, which for purposes of this Article 5.1 shall be the date on which the Director is determined by the Committee to have suffered a Disability. No further investment gains or losses shall be credited or debited against the Investment Account as of and after the Valuation Date. Dividends shall continue to be paid on shares of Common Stock in the Stock Unit Account and credited to that account in whole or fractional shares of Common Stock in accordance with the Plan terms. Distribution of benefits from the Deferral Accounts under this Article shall commence within thirty (30) days of when the Committee determines the existence of the Director's Disability and in accordance with the payment method elected by the Director on his Deferral Election Form. Upon the Director's written request and subject to approval of the Plan Administrator, exercised in its sole discretion, an alternative benefit distribution method, including a lump sum or shorter period of distribution, may be used.

5.2 Pre-Termination Survivor Benefit. If a Director dies before becoming entitled to benefits under this Article, the Beneficiary or Beneficiaries designated pursuant to Article 8.11 shall receive the cash amount and a distribution of the number of shares of Common Stock credited to the Director's Deferral Accounts as of the Valuation Date, which for purposes of this Article 5.2 shall be the date the Director died or the first business day thereafter if such date falls on a holiday or a weekend. No further investment gains or losses shall be credited or debited against the Investment Account as of and after the Valuation Date. Dividends shall continue to be paid on shares of Common Stock in the Stock Unit Account and credited to that account in whole or

fractional shares of Common Stock in accordance with the Plan terms. Distribution of any benefits under this Article shall be made within thirty
(30) days of the Director's death, or if later, within thirty (30) days of when the Plan Administrator receives notification of or otherwise confirms the Director's death.

5.3 Post-Termination Survivor Benefit. If a Director dies after benefits have commenced, but prior to receiving complete payment of benefits under this Plan, the Beneficiary or Beneficiaries designated under Article 8.11, shall receive in a single lump sum the cash amount and a distribution of the number of shares of Common Stock credited to the Director's Deferral Accounts as of the Valuation Date determined in accordance with Article 5.2. No further investment gains or losses shall be credited or debited against the Investment Account as of and after the Valuation Date. Dividends shall continue to be paid on shares of Common Stock in the Stock Unit Account and credited to that account in whole or fractional shares of Common Stock in accordance with the Plan terms. Distribution of any benefits under this Article shall be made within thirty (30) days of the Director's death, or if later, within thirty
(30) days of when the Plan Administrator receives notification of or otherwise confirms the Director's death.

5.4 Change of Control. If a Change of Control occurs before a Director becomes entitled to receive benefits by reason of any of the above Articles or before the Director has received complete payment of his benefits under this Plan, he shall receive a lump sum payment of the cash amount and a distribution of the shares of Common Stock credited to his Deferral Accounts as of the Valuation Date which for purposes of this Article 5.4 shall mean the business day immediately preceding the date on which the Company receives notice of facts indicating that a Change of Control occurred. No further investment gains or losses shall be credited or debited against the Investment Account as of and after the Valuation Date. Dividends shall continue to be paid on shares of Common Stock in the Stock Unit Account and credited to that account in whole or fractional shares of Common Stock in accordance with the Plan terms. Distribution of any benefits under this Article shall commence within thirty
(30) days of the Valuation Date.

Article VI - Benefit Distributions

6.1 Distributions from either the Stock Unit Account or the Investment Account or transfers between the two accounts shall not be allowed while the individual remains a Director of SWM.

6.2 At the time of filing a Deferral Election Form, a Director must indicate an election to receive distribution of: (1) the entire amount in the Investment Account and a distribution of all shares of Common Stock in the Stock Unit Account immediately following the end of the month in which the participant is no longer a Director, (2) the entire balance in the Investment Account and the Stock Unit Account in five (5) or ten (10) annual installments with the initial distribution made in the following January. If no distribution election is made by the Director or no election form is in effect at the time a participant is no longer a Director, the balance of cash and shares of Common Stock in such Director's Deferral Accounts will be distributed in installments over five years. Annual installments shall be calculated each year by dividing the remaining Investment Account balance and the number of shares of Common Stock remaining the Stock Unit Account as of January 1 of that year by the remaining number of installments.

6.2.1 Not less than twelve months prior to the date a Director terminates service on the Corporation's Board, a Director may modify a prior distribution election to a different form of distribution from among those offered under the Plan.

6.2.2 At least ninety (90) days prior to the Directors first scheduled distribution date, the Director may make a one-time, irrevocable, written election to receive the distributions from the Stock Unit Account in cash in an amount equivalent to the Fair Market Value of the whole and fractional shares of Common Stock in the Director's Stock Unit Account on the date such election is made.

6.3 If the Director or former Director dies before all payments have been made, distribution(s) shall be made to the beneficiary designated by the Director in the Deferral Election Form. The designated beneficiary may be changed from time to time by delivering a new Beneficiary designation in writing to SWM's Vice President - Administration. If no designation is made, or if the named beneficiary predeceases the Director, distributions of benefits shall be made to the Director's estate.

Article VII - Establishment of Trust

7.1 Establishment of Trust. The Corporation may establish a Rabbi Trust ("Trust") for the Plan. If established, all benefits payable under this Plan to a Director shall be paid directly by the Corporation from the Trust. To the extent that such benefits are not paid from the Trust, the benefits shall be paid from the general assets of the Corporation and shall be reimbursed to the Corporation by the Trust at the Corporation's request upon presentation of reasonable proof that the Corporation made such payment. Any Trust shall be an irrevocable grantor trust which is intended to qualify as such under subpart E, part I, Subchapter J, chapter 1, Subtitle A of the Code. The assets of the Rabbi Trust are subject to the claims of the Corporation's creditors in the event of its insolvency. Except as to any amounts paid or payable to a Trust, the Corporation shall not be obligated to set aside, earmark or escrow any funds or other assets to satisfy its obligations under this Plan, and the Director and/or his designated Beneficiaries shall not have any property interest in any specific assets of the Corporation other than the unsecured right to receive payments from the Corporation, a as provided in this Plan.

7.2 Distribution of Benefits from the Trust. In the event a Trust is established and benefit distributions are not made by the Corporation in accordance with the terms of the Plan, a Director may petition the trustee of the Trust directly for distribution of benefits and the trustee may make such distributions directly to the Director upon the trustee's good faith determination that the benefit distribution was in fact owed, was not

timely made by the Corporation and that there are sufficient assets in the Trust to make the distribution.

Article VIII - Miscellaneous

8.1 Benefits provided under this Plan are unfunded obligations of the Corporation. Nothing contained in this Plan shall require the Corporation to segregate any monies or other assets from its general funds or assets with respect to such obligations. This Plan is not an employee benefit plan as defined in the Employee Retirement Income Security Act of 1974, as amended, and is not intended for the benefit of any common law employee of the Corporation.

8.2 The Board shall be the plan administrator of this Plan and shall be solely responsible for its general administration and interpretation and for carrying out the provisions hereof, and shall have all such powers as may be necessary to do so. The Board shall have the right to delegate from time to time the administration of the Plan, in whole or in part, to any committee of the Board. The decisions made, and the actions taken, by the Board or any committee thereof in the administration of the Plan shall be final and conclusive on all persons, and no member of the Board or any committee thereof shall be subject to individual liability with respect to the Plan.

8.3 Neither the Director nor any beneficiary nor any next-of-kin shall have the right to assign or otherwise alienate the right to receive payments hereunder, in whole or in part, which payments are expressly non-assignable and non-transferable, whether voluntarily or involuntarily. Any attempt to alienate, sell, transfer, assign, pledge or otherwise encumber any such amount, whether presently or thereafter payable, shall be void. Except as required by law, no benefit payable under this Plan shall in any manner be subject to garnishment, attachment, execution or other legal process, or be liable for or subject to the debts or liability of any Director.

8.4 The Corporation shall withhold from amounts paid under this Plan any taxes or other amounts required to be withheld by law.

8.5 The Board may at any time modify, amend or terminate the Plan for whatever reasons it may deem appropriate. No amendment or termination shall (a) impair the rights of a participant with respect to amounts then in the participant's account of (b) be effective without the written consent of the Directors. All references to action by the Directors shall mean a vote of a majority of the total number of Directors authorized by the Board unless such action may potentially result in the loss of deferred tax treatment of the plan benefits, in which case the unanimous vote of the Board shall be required.

8.6 Each Director in the Plan will receive a quarterly statement indicating the dollar amount credited to the participant's Investment Account and the number of shares of Common Stock in the Unit Stock Account as of the end of the preceding calendar quarter.

8.7 This Plan shall become effective with respect to annual retainer and meeting fees earned on and after April 1, 2000 with all elections and designations filed by the Directors prior to April 1, 2000 becoming effective as of such date.

8.8 Good Faith Distribution of Benefits. Any distribution of benefits made in good faith in accordance with provisions of the Plan shall be a complete discharge of any liability for the making of such payment under the provisions of this Plan.

8.9 Binding Effect. The provisions of this Plan shall be binding upon the Corporation and its successors and assigns and upon every Director and his heirs, Beneficiaries, estates and legal representatives.

8.10 Director Change of Address. Each Director entitled to benefits shall file with the Corporation's Vice President Administration, in writing, any change of address. Any check representing payment and any communication addressed to a Director or a

former Director at this last address filed with the Corporation's Vice President - Administration, or if no such address has been filed, then at his last address as indicated on the Corporation's records, shall be binding on such Director for all purposes of the Plan, and neither the Plan Administrator, the Corporation, any trustee, nor any other payor shall be obliged to search for or ascertain the location of any such Director. If the Plan Administrator is in doubt as to the address of any Director entitled to benefits or as to whether benefit payments are being received by a Director, it shall, by registered mail addressed to such Director at his last known address, notify such Director that:

(i) All unmailed and future Plan payments shall be withheld until Director provides the Plan Administrator with evidence of such Director's continued life and proper mailing address; and

(ii) Director's right to any Plan payment shall, at the option of the Committee, be canceled forever, if, at the expiration of five (5) years from the date of such mailing, such Director or his Beneficiary shall not have provided the Committee with evidence of his continued life and proper mailing address.

8.11 Designation of Beneficiary. Each Director shall designate, by name, on the Deferral Election Form, the Beneficiary(ies) who shall receive any benefits which might be payable after such Director's death. A Beneficiary designation may be changed or revoked in writing by the Director making the designation without such Beneficiary's consent at any time or from time to time in the manner as provided by the Plan Administrator, and the Plan Administrator shall have no duty to notify any individual or entity designated as a Beneficiary of any change in such designation which might affect such individual or entity's present or future rights. If the designated Beneficiary does not survive the Director, all amounts that would have been paid to such deceased Beneficiary shall be paid to the Director or to his estate.

8.11.1 No Director shall designate more than three (3) simultaneous Beneficiaries, and if more than one (1) Beneficiary is named, Director shall designate the share to be received by each Beneficiary. Despite the limitation of three (3) Beneficiaries, a Director may designate more than three (3) Beneficiaries provided such beneficiaries are the surviving spouse and children of the Director. If a Director designates alternative, successor, or contingent Beneficiaries, such Director shall specify the shares, terms and conditions upon which amounts shall be paid or shares of Common Stock distributed to such multiple, alternative, successor or contingent beneficiaries. Any payment made under this Plan or distribution of shares of Common Stock after the death of a Participant shall be made only to the Beneficiary or Beneficiaries designated pursuant to this Section.

8.12 Claims. Any claim for benefits must initially be submitted in writing to the Corporation's Vice President Administration. If such claim is denied (in whole or in part), the claimant shall receive notice from the Plan Administrator, in writing, setting forth the specific reasons for denial, with specific reference to applicable provisions of this Plan. Such notice shall be provided within ninety (90) days of the date the claim for benefits is received by the Corporation's Vice President - Administration, unless special circumstances require an extension of time for processing the claim, in which event notification of the extension shall be provided to the claimant prior to the expiration of the initial 90-day period. The extension notification shall indicate the special circumstances requiring the extension of time and the date by which the Plan Administrator expects to render its decision. Any such extension shall not exceed 90 days. Any disagreements about such interpretations and construction may be appealed in writing by the claimant within sixty (60) days to the Plan Administrator. The Plan Administrator shall respond to such appeal within sixty (60) days, with a notice in writing fully disclosing its decision and its reasons, unless special circumstances require an extension of time for reviewing the claim, in which event notification of the extension shall be provided to the claimant prior to the expiration of the initial sixty (60) day period. Any such extension shall be provided to the claimant prior to the commencement of the

extension. Any such extension shall not exceed 60 days. No member of the Board, or any committee thereof, and no officer, employee or agents of the Corporation shall be liable to any individual or entity for any action taken hereunder, except those actions undertaken with lack of good faith.

8.12.1 Provided that the Corporation has established a Rabbi Trust for the Plan pursuant to which the trustee has agreed to act in a capacity other than as a directed trustee in the event of a Change in Control, the trustee of the Trust shall perform the duties of the Plan Administrator under this Article 8.12 following a Change of Control.

8.13 Nothing contained in the Plan shall be construed as a commitment by the Board to nominate any person for election or re-election to the Board. Nothing contained in this Plan shall be construed to create a right in any person to be elected or to continue to serve as a Director.

8.14 The adoption of this Plan shall have no effect on the existing Schweitzer-Mauduit International, Inc. Outside Directors Stock Plan. Nothing contained in this Plan shall prevent SWM from adopting other or additional compensation plans or arrangements for its non-employee Directors.

8.15 Governing Law. To the extent not superseded by the laws of the United States, the laws of the State of Georgia shall be controlling in all matters relating to this Plan.

8.16 Severability. In the event any provision of this Plan shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of the Plan, and the Plan shall be interpreted and enforced as if such illegal and invalid provisions had never been set forth.

Adopted and approved by the Board of Directors the 24th day of February 2000

EXHIBIT 10.11

SCHWEITZER-MAUDUIT INTERNATIONAL, INC.
EXECUTIVE SEVERANCE PLAN

Amended and Restated -
As of February 24, 2000

SCHWEITZER-MAUDUIT INTERNATIONAL, INC.
EXECUTIVE SEVERANCE PLAN FOR KEY EMPLOYEES
AMENDED AND RESTATED AS OF FEBRUARY 24, 2000

ARTICLE 1 - PURPOSE AND ADOPTION OF PLAN

1.1 Adoption of Plan. Schweitzer-Mauduit International, Inc. ("Company") hereby amends and restates the Schweitzer-Mauduit International, Inc. Executive Severance Plan as of February 24, 2000. The Company intends that this Plan qualify as and come within the various exceptions and exemptions under the Employee Retirement Income Security Act of 1974 ("ERISA"), as amended, for an unfunded plan maintained primarily for a select group of management or highly compensated employees, and any ambiguities in this Plan shall be construed to effect that intent. The benefits of this Plan for U.S. Employees (as hereinafter defined) shall be paid solely from the general assets of the Company. The benefits of this Plan for French Employees (as hereinafter defined) shall be paid by the French Employer (as hereinafter defined) but, if as a result of applicable French laws, a French Employer would be prohibited from paying the benefits of this Plan to a French Employee, any such benefits shall be paid by the Company to such French Employee.

1.2 Purpose. The Plan is primarily designed to provide benefits to certain Key Employees (as hereinafter defined) upon termination of employment as a result of a Change of Control or otherwise.

1.3 Effect on Other Plans Sponsored by the Company or by a French Employer. The benefits payable under the Plan are in addition to the coverage and benefits generally afforded by Other Plans (as hereinafter defined) to Key Employees terminating from the

service of the Company or, as the case may be, from the service of a French Employer and any other programs sponsored by the Company or provided to Participants who are French Employees including, but not limited to, vested benefits under any qualified employee benefit plans. However, nothing herein is intended to or shall be construed to require the Company or a French Employer to institute or continue in effect any particular plan or benefit sponsored by the Company or such French Employer, and the Company and each French Employer hereby reserve the right to amend or terminate any of their Other Plans or benefit programs at any time in accordance with the procedures set forth in each such plan or program and any applicable law.

The masculine pronoun shall be construed to include the feminine pronoun and singular shall include the plural where the context so requires.

ARTICLE 2 - DEFINITIONS

2.1 "Administrator" shall mean the Compensation Committee of the Board. Following a Change of Control, the Administrator shall be the Trustee of a grantor trust established by the Company that includes this Plan.

2.2 "Agreement" shall mean the participation agreement provided to a Key Employee by the Administrator as provided in Section 3.2.

2.3 "Annual Compensation" shall mean:

a) For U.S. Employees, a Participant's rate of base salary paid or payable for a calendar year by the Company and any incentive award paid or payable to such Participant pursuant to the Schweitzer-Mauduit International, Inc. Annual Incentive Plan (the "SMI Annual Incentive Plan") or any replacement or successor to such plan for such calendar year.

b) For French Employees, a Participant's rate of base salary paid or payable

for a calendar year by his French Employer, plus any incentive award paid or payable to such Participant pursuant to the SMI Annual Incentive Plan or any replacement or successor to such plan for such calendar year, plus any profit-sharing paid or payable by his French Employer attributable to such calendar year minus the aggregate amount of (i) any Convention Collective payments, (ii) Assedic Payments, or (iii) private insurance payments paid or payable to such Participant as a result of a Change of Control Termination.

2.4 "Basic Plan" shall mean the Securite Sociale retirement benefit plan sponsored by the French Government.

2.5 "Board" shall mean the Board of Directors of Schweitzer-Mauduit International, Inc.

2.6 "Cause" shall mean the termination of the Participant's employment by the Company or by his French Employer, as the case may be, on the basis of criminal or civil fraud on the part of the Participant.

2.7 "Change of Control" shall mean the date as of which: (a) a third person, including a "group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, acquires actual or beneficial ownership of shares of the Company having 15% or more of the total number of votes that may be cast for the election of Directors of the Company; or (b) as the result of any cash tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing transactions (a "Transaction"), the persons who were directors of the Company before the Transaction shall cease to constitute a majority of the Board of Directors of the Company or any successor to the Company.

2.8 "Change of Control Termination" shall mean the termination of a Participant's employment by the Company or his French Employer, as the case may be, within two years of a Change of Control for any reason other than for Cause, Retirement, Disability or the Participant's death.

2.9 "Code" shall mean the Internal Revenue Code of 1986, as amended.

2.10 "Company" shall mean Schweitzer-Mauduit International, Inc. and each of its successors and assigns.

2.11 "Complementary Plan" shall mean the national pension plans for French Employees and workers sponsored by the Association des Regimes de Retraite Complementaires ("ARRCO") and the Association Generale des Institutions de Retraite des Cadres ("AGIRC"), respectively.

2.12 "Disability" shall mean Totally and Permanently Disabled, within the meaning of the Retirement Plan, provided that the Administrator shall make any such determination with respect to a Participant hereunder.

2.13 "French Employee" shall mean an individual employed by one of the French Employers.

2.14 "French Employer(s)" mean Schweitzer-Mauduit France, S.A.R.L. or LTR Industries, S.A., and their respective successors and subsidiaries.

2.15 "French Supplementary Plans" shall mean the supplementary pension benefit plans provided, respectively, by Papeteries de Mauduit, S.A. and LTR Industries, S.A. to their employees.

2.16 "Key Employee" shall mean an individual who is a member of a select group of management or highly compensated French Employees and/or U.S. Employees, as determined from time to time by the Administrator.

2.17 "Other Plans" shall mean other plans of the Company or of the French Employer, including but not limited to the Schweitzer-Mauduit International, Inc. Annual Incentive Plan, the Schweitzer-Mauduit International, Inc. Equity Participation Plan, the Schweitzer-Mauduit International, Inc. Long-Term Incentive Plan, Schweitzer-Mauduit International, Inc. Restricted Stock Plan, Schweitzer-Mauduit International, Inc. Deferred Compensation Plan and the Supplemental Plan.

2.18 "Participant" shall mean a Key Employee who has entered into an Agreement with the Administrator in accordance with Section 3.2.

2.19 "Plan" shall mean this Schweitzer-Mauduit International, Inc. Executive Severance Plan.

2.20 "Retirement" shall mean

a. For U.S. Employees, the voluntary termination of the Participant's employment by the Company pursuant to the terms of the qualified defined benefit pension plan of the Company, which termination was initiated by such Participant in writing pursuant to the procedures of such qualified defined benefit pension plan prior to a Change of Control notwithstanding the Participant's actual retirement date occurs after a Change of Control.

b. For French Employees, the voluntary termination of the Participant's employment by his French Employer as a result of such Participant's retirement pursuant to the terms of the Basic Plan, the Complementary Plan and, if

applicable, the French Supplementary Plan, which termination was initiated by such Participant in writing pursuant to the procedures of such Basic Plan, Complementary Plan and, if applicable, French Supplementary Plan prior Change of Control, notwithstanding that the Participant's actual retirement date occurs after a Change of Control.

2.21 "Retirement Plan" shall mean the Schweitzer-Mauduit International, Inc. Retirement Plan.

2.22 "Supplemental Plan" shall mean the Supplemental Benefit Plan to the Schweitzer-Mauduit International, Inc. Retirement Plan.

2.23 "U.S. Employee" shall mean individuals employed by the Company.

2.24 "Voluntary Resignation" shall mean termination of a Participant's employment with the Company or the French Employer(s) as a result of a resignation initiated by the Participant which is unrelated to any act or omission of the Company or the French Employer, as the case may be, which could not reasonably be construed to be a constructive discharge of such Participant.

ARTICLE 3 - ELIGIBILITY

3.1 Eligibility to Participate. The Administrator shall from time to time determine in writing the Key Employees who are eligible to participate in this Plan. A list of current Participants shall be set forth on Appendix A hereto, as updated by the Committee from time to time.

3.2 Agreement. The Administrator shall enter into a participation agreement with each Key Employee the Administrator determines to be eligible for participation in this Plan.

Such Agreement shall identify the Key Employee as a Participant in this Plan and shall contain such terms as deemed appropriate by the Administrator, but shall be consistent with and governed by the terms of this Plan.

ARTICLE 4 - SEVERANCE BENEFITS

4.1 Termination Following Change of Control. A Participant shall be entitled to receive benefits under this Plan following a Change of Control as follows:

(a) Subject to Section 4.1 (b), a Participant's employment with the Company or his French Employer, as the case may be, shall terminate within two years of a Change of Control for any reason other than for Cause, Retirement, Disability or the Participant's death.

(b) A Participant that has been requested in writing by the Company or the French Employer, as the case may be, to continue in the employment of the Company or the French Employer through a specified date, which shall not be more than six (6) months from the date of a Change of Control, under terms and conditions of employment, at the place of employment and with the same salary and benefits that the Participant was provided prior to the Change of Control, shall have satisfied such request by remaining in the employment of the Company or the French Employer for the specified period.

(c) A Participant entitled to benefits under this Plan shall receive and the Company or, subject to the provisions of Section 1.1, the French Employer, as the case may be, shall pay or, with respect to certain benefits hereinafter described, shall cause to be paid to the Participant the following benefits:

(1) an amount equal to three times the Participant's highest Annual

Compensation for any calendar year beginning with or within the three-year period terminating on the date of termination of the Participant's employment, which amount shall be paid to the Participant in cash on or before the fifth day following the date of termination;

(2) for a period of three years following the date of termination of employment, the Participant and anyone entitled to claim under or through the Participant shall be entitled to benefits as follows:

i) For U.S. Employees, all benefits under the group health care plan, dental care plan, life or other insurance or death benefit plan, or other present or future similar group employee benefit plan or program of the Company for which key executives are eligible at the date of a Change of Control, to the same extent as if the Participant had continued to be an employee of the Company during such period and such benefits shall, to the extent not fully paid under any such plan or program, be paid by the Company; and

ii) for French Employees, all medical and dental benefits provided by "Social Securite", medical, dental and life insurance or death benefit plans, or other present or future similar medical, dental, life or other insurance or death benefit plans or programs generally available to French Employees for which such Participant is eligible at the date of the Change of Control, to the same extent as if the Participant had continued to be a French Employee during such period and such benefits shall, to the extent not fully paid

under any such plan or program, be paid by the French Employer.

(3) for U.S. Employees, an amount equal to the Actuarial Equivalent (as defined in the Retirement Plan) of the accrued benefit the Participant would have earned under the Retirement Plan and the Supplemental Plan for the three-year period following the date of the termination of his employment with the Company based on the Participant's earnings in effect for purposes of the Retirement Plan and the Supplemental Plan on the date of such termination, which amount shall be paid to the Participant in cash on or before the fifth day following the date of termination; and

(4) for French Employees, a lump sum equal to the sum of the following amounts which sum shall be payable in cash on or before the tenth day following the date of termination:

(i) the cost of purchasing any pension credits lost by a Participant under the Basic Plan as a result of a Change of Control Termination, but in no event shall the pension credits so purchased exceed 12 quarters of pension credits;

(ii) a lump sum equal to (x) the purchase price of any pension credits lost by a Participant under the Complementary Plan plus (y) the present value of any portion of lost pension credits which may not be purchased back from the Complementary Plan, each as a result of a Change of Control Termination provided, however, that in no event shall such lost Complementary Plan benefits exceed the present worth of three years of such lost pension benefits; and

(iii) for pension benefits lost under the French Supplementary Plan as a result of a Change of Control Termination, payment of a lump sum calculated as follows:

a) if the Participant is terminated between ages 62 and 65, a lump sum equal to the present worth of the difference between the pension benefits the Participant would have received at age 65 absent the Change of Control Termination and the reduced pension benefit such Participant will receive at age 65 as a result of such termination;

b) if the Participant is terminated between ages 60 and 62, payment of a lump sum as calculated in (a) above multiplied by the ratio of A to B where A = three years and B = the number of years between the Change of Control Termination and attainment of age 65.

c) if the Participant is terminated before age 60 or with less than 20 years service with a French Employer, a lump sum equal to the present worth of the pension benefit the Participant would have received at age 65, absent the Change of Control Termination multiplied by the ratio of A to B where A = three years and B = the number of years between the

Change of Control Termination and the date on which the Participant would attain age 65 provided, however, that no such lump sum shall be payable unless such Participant could have earned 20 years service with a French Employer on or before attainment of age 65, absent a Change of Control Termination.

(b) If a Participant is or may be liable for Federal income taxes in the United States, such Participant's Agreement shall provide that the parties agree that the payments provided in Section 4.1(a) hereof are reasonable compensation in light of the Participant's services rendered to the Company or the French Employer, as the case may be, and that neither party shall contest the payment of such benefits as constituting an "excess parachute payment" within the meaning of Section 280G(b)(1) of the Code.

(c) In the event that (i) the Participant becomes entitled to the compensation and benefits described in Section 4.1(a) hereof ("Compensation Payments"), (ii) the Company determines, based upon the advice of tax counsel selected by the Company's independent auditors and acceptable to the Participant, that, as a result of such Compensation Payments and any other benefits or payments required to be taken into account under Code Section 280G(b)(2) ("Parachute Payments"), any of such Parachute Payments must be reported by the Company as "excess parachute payments", and (iii) such Parachute Payments are 3.5 or more times the "base amount" as defined in Code
Section 280G(b)(3) with respect to such Participant ("Base Amount"), the Company shall pay to the Participant at the time specified in Section 4.1(a) above an additional amount ("Gross-Up Payment") such that the net amount retained by the Participant,

after deduction of any of the tax imposed on the Participant by Section 4999 of the Code ("Excise Tax") and any Federal, state and local income tax and Excise Tax upon the Gross-Up Payment, shall be equal to the Parachute Payments determined prior to the application of this paragraph. The value of any non-cash benefits or any deferred payment or benefit shall be determined by the Company's independent auditors. For purposes of determining the amount of the Gross-Up Payment, the Participant shall be deemed to pay Federal income taxes at the highest marginal rate of Federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rates of taxation in the state and locality of the Participant's residence on the date of termination of his employment, net of the maximum reduction in Federal income taxes which could be obtained from deduction of such state and local taxes. In the event that the Excise Tax payable by the Participant is subsequently determined to be less than the amount, if any, taken into account hereunder at the time of termination of the Participant's employment, the Participant shall repay to the Company at the time that the amount of such reduction in Excise Tax is finally determined the portion of the Gross-Up Payment attributable to such reduction plus interest on the amount of such repayment at the rate provided for in Section 1274(b)(2)(B) of the Code ("Repayment Amount"). In the event that the Excise Tax payable by the Participant is determined to exceed the amount, if any, taken into account hereunder at the time of the termination of the Participant's employment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest and penalty payable with respect to such excess) immediately prior to the time that the amount of such excess is required to be paid by Participant (regardless of any contest of such payment pursuant to Section 4.1(e))

("Additional Gross-up Payment"), such that the net amount retained by the Participant, after deduction of any Excise Tax on the Parachute Payments and any Federal, state and local income tax and Excise Tax upon the Additional Gross-Up Payment, shall be equal to the Parachute Payments determined prior to the application of this paragraph. In the event that the Excise Tax payable by the Participant is subsequently determined to be less than the amount of the Additional Gross-up Payment paid to the participant, the Participant shall repay to the Company at the time that the amount of such reduction in the Additional Gross-up Payment is determined the portion of the Additional Gross-up Payment attributable to such reduction plus interest on the amount of such repayment at the rate provided for in Section 1274(h)(2)(B) of the Code ("Additional Repayment Amount"). The obligation to pay any Repayment Amount, Additional Gross-up or Additional Repayment Amount shall remain in effect under this Agreement for the entire period during which the Participant remains liable for the Excise Tax, including the period during which any applicable statute of limitation remains open.

(d) In the event the Participant's Parachute Payments are less than 3.5 times the Base Amount, the Company shall limit the Compensation Payments provided hereunder to the extent necessary so that the Participant's Parachute Payments do not exceed 2.99 times the Base Amount.

(e) Unless the Company determines that any Parachute Payments made hereunder must be reported as "excess parachute payments" in accordance with Section 4.1(c) above, neither party shall file any return taking the position that the payment of such benefits constitutes an "excess parachute payment" within the meaning of Section 280G(b)(1) of the Code. If the Internal Revenue Service proposes an assessment of Excise Tax against the Participant in excess of the amount, if any, taken into account at the time specified in
Section 4.1(c) and the Company

notifies the Participant in writing that the Company elects to contest such assessment at its own expense, the Participant shall cooperate in good faith with the Company in contesting such proposed assessment and agrees not to settle such contest without the written consent of the Company. Any such contest shall be controlled by the Company, provided, however, that the Participant shall have the right to participate in such contest.
Notwithstanding the Company's election to contest the assessment of an Excise Tax, the Participant shall be entitled to an Additional Gross-Up Payment under
Section 4.l(c) at the time set forth therein.

4.2 Termination of Employment. If a Participant's employment with the Company or his French Employer shall terminate during the term of his Agreement for any reason other than death, Retirement, Voluntary Resignation or Cause, the Company or (if such payment is not inconsistent with any relevant French law) his French Employer, shall pay the Participant or the Participant's beneficiary, as the case may be, in cash a lump sum payment in the amount set forth in the Agreement with such Participant under this Plan within 30 days of his termination of employment. Such amount shall be set forth on Appendix A hereto and shall not be more than the Participant's monthly base salary multiplied by 24. No benefits shall be payable pursuant to this Section 4.2 in the event a Participant is entitled to severance payments under Section 4.1 hereof.

ARTICLE 5 - ADMINISTRATION

5.1 Administrator. The Administrator is responsible for the general administration of the Plan.

5.2 Duties of the Administrator. The Administrator shall be responsible for the daily administration of the Plan and may appoint other persons or entities to perform or assist in the

performance of any of its duties, subject to its review and approval. The Administrator shall have the right to remove any such appointee from his position without cause upon notice.

5.3 Powers. The Administrator shall administer the Plan in accordance with its terms and shall have all powers necessary to carry out the provisions of the Plan as more particularly set forth herein. The Administrator shall have discretionary authority to interpret the Plan, and to determine all questions arising in the administration, interpretation, and application of the Plan; provided, however, that such discretionary authority shall be exercised in good faith in order to achieve the principal purposes of the Plan to provide severance benefits, including enhanced severance benefits upon a Change of Control, as described in Article 4. All such determinations shall be conclusive and binding on all interested persons. The Administrator shall adopt such procedures and regulations necessary and/or desirable for the discharge of its duties hereunder and may appoint such accountants, counsel, actuaries, specialists, and other agents as it deems necessary and/or desirable in connection with the administration of this Plan.

5.4 Compensation of the Administrator. The Administrator shall not receive any compensation from the Plan for its services.

5.5 Indemnification. The Company shall indemnify the Administrator against any and all claims, losses, damages, expenses, and liability arising from its actions or omissions, except when the same is finally adjudicated to be due to the Administrator's gross negligence or willful misconduct. The Company may purchase at its own expense sufficient liability insurance for the Administrator to cover any and all claims, losses, damages, and expenses arising from any action or omission in connection with the execution of the duties as the Administrator.

ARTICLE 6 - SUCCESSOR TO THE COMPANY

6.1 The Company will require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, expressly, absolutely and unconditionally to assume this Plan and agree to perform the obligations of the Company under this Plan and each Participant's Agreement in the same manner and to the same extent that the Company would be required to perform such obligations if no such succession or assignment had taken place.

ARTICLE 7 - MISCELLANEOUS

7.1 Funding of Benefits. The benefits payable to a Participant under the Plan shall not be funded in any manner and shall be paid by the Company or the French employer, as the case may be, out of its general assets, which assets are subject to the claims of the Company's or the French Employer's creditors.

7.2 Establishment of Trust.

(a) The Company may establish a Grantor Trust ("Trust") for the Plan. If established, all benefits payable under this Plan to a Participant shall be paid directly by the Company from the Trust. To the extent that such benefits are not paid from the Trust, the benefits shall be paid from the general assets of the Company and shall be reimbursed to the Company by the Trust at the Company's request upon presentation of reasonable proof that the Company made such payment. Any Trust shall be an irrevocable grantor trust which conforms the requirements of the model trust as described in IRS Revenue Procedure 92-64, I.R.B. 1992-33. The assets of the Trust are subject to the claims of the Company's creditors in the event of its insolvency. Except as to any amounts paid or payable to a Trust, the Company shall not be obligated to set aside, earmark or escrow any funds or other assets to satisfy its obligations under this Plan, and the Participant shall not have any property interest in any specific assets of the Company other than the unsecured right to receive payments from the Company, as provided in this Plan.

(b) Payment From the Trust. In the event a Trust is established and payments are not made by the Company in accordance with the terms of the Plan, a Participant may petition the

trustee of the Trust directly for payment and the trustee may make such payment directly to the Participant upon the trustee's good faith determination that the payment was in fact owed, was not timely paid by the Company and that there are sufficient assets in the Trust to make the payment.

7.3 Settlement of Accounts. Except as prohibited by applicable law, there shall be deducted from the payment of any benefit due under the Plan the amount of any uncontested indebtedness, obligation, or liability which the Participant has acknowledged in writing as owing to the Company or the French Employer as the case may be, or any of their respective subsidiaries and the amount of which has been agreed to by the Participant.

7.4 Withholding. There shall be deducted from the payment of any benefit due under the Plan the amount of any tax required by any governmental authority to be withheld and paid over by the Company or the French Employer, as the case may be, to such governmental authority for the account of the Participant entitled to such payment.

7.5 Assignment by the Participant. Unless required by court order, no Participant or beneficiary shall have any rights to sell, assign, transfer, encumber, or otherwise convey the right to receive the payment of any benefit due hereunder, which payment and the rights thereto are expressly declared to be nonassignable and nontransferable. Any attempt to do so shall be null and void and of no effect.

7.6 Amendment and Termination. The Plan may be amended or terminated at any time by the Company, by resolution of the Board; provided that no termination or amendment reducing the severance benefits provided hereunder shall be effective until the expiration of the two-year period following the date of the Board resolution providing for such termination. Further, no amendment or termination shall be effective during the two-year period following the date of a Change of Control of the Company without the consent of all the Participants. Any

termination of this Plan shall cause the immediate termination of all outstanding Agreements hereunder. No amendment or termination shall affect the rights of any Participant who is entitled to severance benefits pursuant to Article 4 at the time of such amendment or termination.

7.7 No Guarantee of Employment. Participation hereunder shall not be construed as creating any contract of employment between the Company or a French Employer and any Key Employee, nor shall it limit the right of the Company or such French Employer to terminate a Key Employee's employment at any time for any reason whatsoever.

7.8 Construction. This Plan shall be construed in accordance with and governed by the laws of the State of Georgia, to the extent such laws are not otherwise superseded by the laws of the United States.

                                    Number of Months of
                             Participant's Base Salary in the
                             Event of Termination, Pursuant to
         Name                     Section 4.2 of the Plan
         ----                     -----------------------

Wayne H. Deitrich                           24
Paul C. Roberts                             12
John W. Rumely                              12
William R. Foust                            12
Wayne L. Grunewald                           6
Jean-Pierre Le Hetet                        12
Raymond Nedellec                             6
Thierry Bellanger                            6
Peter J. Thompson                           12

EXHIBIT 10.13.1

FIRST AMENDMENT TO SUPPLY AGREEMENT
BY AND BETWEEN
SOUZA CRUZ S.A. AND COMPANHIA INDUSTRIAL DE PAPEL PIRAHY
DATED AS OF FEBRUARY 2, 1998

This First Amendment to Supply Agreement is entered into by and between Schweitzer-Mauduit do Brasil, S.A., successor in interest to Companhia Industrial de Papel Pirahy, and Souza Cruz S.A. this 23rd day of February 2000.

The parties hereto agree to amend the Supply Agreement as follows:

1. The first sentence of Article VIII, Term, subsection (a), shall be deleted in its entirety and replaced with the following new sentence:

"This Agreement will remain in force for an initial period of six (6) years from the date of its execution."

2. Except as expressly amended herein, the terms and conditions of the Supply Agreement shall remain in full force and effect.

Schweitzer-Mauduit do Brasil, S.A.                    Souza Cruz S.A.

By:                                         By:
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Title:                                      Title:
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Witnessed by:                               Witnessed by:


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EXHIBIT 10.13.2

FIRST AMENDMENT TO ART COATED SUPPLY AGREEMENT
BY AND BETWEEN
SOUZA CRUZ S.A. AND COMPANHIA INDUSTRIAL DE PAPEL PIRAHY
DATED AS OF FEBRUARY 2, 1998

This First Amendment to Art Coated Supply Agreement is entered into by and between Schweitzer-Mauduit do Brasil, S.A., successor in interest to Companhia Industrial de Papel Pirahy, and Souza Cruz S.A. this 23rd day of February, 2000.

The parties hereto agree to amend the Art Coated Supply Agreement as follows:

1. The first two sentences of Article VIII, Term, subsection
(a), shall be deleted in their entirety and replaced with the following new sentences:

"This Agreement will remain in force for an initial period of six (6) years from the date of its execution. The Parties agree that, prior to the expiry of the initial six year term, they will negotiate in good faith for a further extension of the Agreement on such terms as they deem suitable."

2. Except as expressly amended herein, the terms and conditions of the Supply Agreement shall remain in full force and effect.

Schweitzer-Mauduit do Brasil, S.A.                    Souza Cruz S.A.

By:                                         By:
   --------------------------------            ------------------------------

Title:                                      Title:
      -----------------------------               ---------------------------

Witnessed by:                               Witnessed by:


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Signature                                   Signature


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Identification Number                       Identification Number