<PAGE>   1
                                                                     EXHIBIT 4.2




--------------------------------------------------------------------------------

                     SCHWEITZER-MAUDUIT INTERNATIONAL, INC.

                                       and

                                BANKBOSTON, N.A.

              (formerly known as The First National Bank of Boston)

                                  Rights Agent

                                Rights Agreement

                           Dated as of October 1, 1995

                    Amended and Restated as of April 22, 1999

--------------------------------------------------------------------------------


<PAGE>   2


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                         Page
                                                                                                         ----


<S>         <C>                                                                                          <C>
Section 1.  Certain Definitions.............................................................................1

Section 2.  Appointment of Rights Agent.....................................................................4

Section 3.  Issue of Right Certificates.....................................................................4

Section 4.  Form of Right Certificates......................................................................5

Section 5.  Countersignature and Registration...............................................................6

Section 6.  Transfer, Split Up, Combination and Exchange of Right Certificates;
            Mutilated, Destroyed, Lost or Stolen Right Certificates.........................................6

Section 7.  Exercise of Rights; Purchase Price; Expiration Date of Rights...................................7

Section 8.  Cancellation and Destruction of Right Certificates..............................................8

Section 9.  Availability of Preferred Shares................................................................8

Section 10. Preferred Shares Record Date....................................................................9

Section 11. Adjustment of Purchase Price, Number of Shares or Number of Rights..............................9

Section 12. Certificate of Adjusted Purchase Price or Number of Shares.....................................16

Section 13. Consolidation, Merger or Sale or Transfer of Assets or Earning Power...........................16

Section 14. Fractional Rights and Fractional Shares........................................................17

Section 15. Rights of Action...............................................................................18

Section 16. Agreement of Right Holders ....................................................................18

Section 17. Right Certificate Holder Not Deemed a Stockholder..............................................19

Section 18. Concerning the Rights Agent....................................................................19

Section 19. Merger or Consolidation or Change of Name of Rights Agent......................................19

Section 20. Duties of Rights Agent.........................................................................20

Section 21. Change of Rights Agent.........................................................................22

Section 22. Issuance of New Right Certificates.............................................................23
</TABLE>

                                       i

<PAGE>   3

<TABLE>
<S>         <C>                                                                                            <C>
Section 23. Redemption.....................................................................................23

Section 24. Exchange.......................................................................................24

Section 25. Notice of Certain Events.......................................................................25

Section 26. Notices........................................................................................26

Section 27. Supplements and Amendments.....................................................................26

Section 28. Successors.....................................................................................27

Section 29. Benefits of this Agreement.....................................................................27

Section 30. Severability...................................................................................27

Section 31. Governing Law..................................................................................27

Section 32. Counterparts...................................................................................27

Section 33. Descriptive Headings...........................................................................28
</TABLE>

                                       ii

<PAGE>   4


                                RIGHTS AGREEMENT

                  Agreement, as of October 1, 1995, between Schweitzer-Mauduit
International, Inc., a Delaware corporation (the "Company"), and BankBoston,
N.A. (formerly known as The First National Bank of Boston), a national banking
association ("Rights Agent") amended and restated as of April 22, 1999.

                  The Board of Directors of the Company has authorized and
declared a dividend of one preferred share purchase right (a "Right") for each
Common Share (as hereinafter defined) of the Company outstanding as of the close
of business on November 6, 1995 (the "Record Date"), each Right representing the
right to purchase one one-hundredth of a Preferred Share (as hereinafter
defined), upon the terms and subject to the conditions herein set forth, and has
further authorized and directed the issuance of one Right with respect to each
Common Share that shall become outstanding between the Record Date and the
earliest of the Distribution Date, the Redemption Date and the Final Expiration
Date (as such terms are hereinafter defined).

                  Accordingly, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:

                  Section 1. Certain Definitions. For purposes of this
Agreement, the following terms have the meanings indicated:

                  (a)      "Acquiring Person" shall mean any Person (as such
         term is hereinafter defined) who or which, together with all Affiliates
         and Associates (as such terms are hereinafter defined) of such Person,
         shall be the Beneficial Owner (as such term is hereinafter defined) of
         15% or more of the Common Shares of the Company then outstanding, but
         shall not include the Company, any Subsidiary (as such term is
         hereinafter defined) of the Company, any employee benefit plan of the
         Company or any Subsidiary of the Company, or any entity holding Common
         Shares for or pursuant to the terms of any such plan. Notwithstanding
         the foregoing: (i) no Person shall become an "Acquiring Person" as the
         result of an acquisition of Common Shares by the Company which, by
         reducing the number of shares outstanding, increases the proportionate
         number of shares beneficially owned by such Person to 15% or more of
         the Common Shares of the Company then outstanding; provided, however,
         that if a Person shall become the Beneficial Owner of 15% or more of
         the Common Shares of the Company then outstanding by reason of share
         purchases by the Company and shall, after such share purchases by the
         Company, become the Beneficial Owner of any additional Common Shares of
         the Company, then such Person shall be deemed to be an "Acquiring
         Person"; (ii) no Person shall become an "Acquiring Person" if the Board
         of Directors of the Company determines in good faith that a Person who
         would otherwise be an "Acquiring Person", as defined pursuant to the
         foregoing provisions of this paragraph (a) has become such
         inadvertently, and such Person divests as promptly as practicable a
         sufficient number of Common Shares so that such Person would no longer
         be an "Acquiring Person," as defined pursuant to the foregoing
         provisions of this


                                       1
<PAGE>   5

         paragraph (a), then such Person shall not be deemed to be an "Acquiring
         Person" for any purposes of this Agreement; (iii) until such time as
         the Spinoff (as such term is hereinafter defined) occurs,
         Kimberly-Clark Corporation shall not be deemed an "Acquiring Person"
         for purposes of this Agreement.

                  (b)      "Affiliate" and "Associate" shall have the respective
         meanings ascribed to such terms in Rule 12b-2 of the General Rules and
         Regulations under the Securities Exchange Act of 1934, as amended (the
         "Exchange Act"), as in effect on the date of this Agreement.

                  (c)      A Person shall be deemed the "Beneficial Owner" of
         and shall be deemed to "beneficially own" any securities:

                           (i)      which such Person or any of such Person's
                  Affiliates or Associates beneficially owns, directly or
                  indirectly;

                           (ii)     which such Person or any of such Person's
                  Affiliates or Associates has (A) the right to acquire (whether
                  such right is exercisable immediately or only after the
                  passage of time) pursuant to any agreement, arrangement or
                  understanding (other than customary agreements with and
                  between underwriters and selling group members with respect to
                  a bona fide public offering of securities), or upon the
                  exercise of conversion rights, exchange rights, rights (other
                  than these Rights), warrants or options, or otherwise;
                  provided, however, that a Person shall not be deemed the
                  Beneficial Owner of, or to beneficially own, securities
                  tendered pursuant to a tender or exchange offer made by or on
                  behalf of such Person or any of such Person's Affiliates or
                  Associates until such tendered securities are accepted for
                  purchase or exchange; or (B) the right to vote pursuant to any
                  agreement, arrangement or understanding; provided, however,
                  that a Person shall not be deemed the Beneficial Owner of, or
                  to beneficially own, any security if the agreement,
                  arrangement or understanding to vote such security (1) arises
                  solely from a revocable proxy or consent given to such Person
                  in response to a public proxy or consent solicitation made
                  pursuant to, and in accordance with, the applicable rules and
                  regulations promulgated under the Exchange Act and (2) is not
                  also then reportable on Schedule 13D under the Exchange Act
                  (or any comparable or successor report); or

                           (iii)    which are beneficially owned, directly or
                  indirectly, by any other Person with which such Person or any
                  of such Person's Affiliates or Associates has any agreement,
                  arrangement or understanding (other than customary agreements
                  with and between underwriters and selling group members with
                  respect to a bona fide public offering of securities) for the
                  purpose of acquiring, holding, voting (except to the extent
                  contemplated by the proviso to Section l(c)(ii)(B)) or
                  disposing of any securities of the Company.


                                       2
<PAGE>   6

                  Notwithstanding anything in this definition of Beneficial
Ownership to the contrary, the phrase "then outstanding," when used with
reference to a Person's Beneficial Ownership of securities of the Company, shall
mean the number of such securities then issued and outstanding together with the
number of such securities not then actually issued and outstanding which such
Person would be deemed to own beneficially hereunder.

                  (d)      "Business Day" shall mean any day other than a
         Saturday, a Sunday, or day on which banking institutions in
         Massachusetts, or the location of the principal office of the Rights
         Agent, are authorized or obligated by law or executive order to close.

                  (e)      "Close of business" on any given date shall mean 5:00
         P.M., Boston, Massachusetts time, on such date; provided, however, that
         if such date is not a Business Day it shall mean 5:00 P.M., Boston,
         Massachusetts time, on the next succeeding Business Day.

                  (f)      "Common Shares" when used with reference to the
         Company shall mean the shares of common stock, par value $0.10 per
         share, of the Company. "Common Shares" when used with reference to any
         Person other than the Company shall mean the capital stock (or equity
         interest) with the greatest voting power of such other Person or, if
         such other Person is a Subsidiary of another Person, the Person or
         Persons which ultimately control such first-mentioned Person.


                  (g)      "Distribution Date" shall have the meaning set forth
         in Section 3 hereof.

                  (h)      "Final Expiration Date" shall have the meaning set
         forth in Section 7 hereof.

                  (i)      "Person" shall mean any individual, firm, corporation
         or other entity, and shall include any successor (by merger or
         otherwise) of such entity.

                  (j)      "Preferred Shares" shall mean shares of Series A
         Junior Participating Preferred Stock, par value $0.10 per share, of the
         Company having the rights and preferences set forth in Exhibit A
         hereto.

                  (k)      "Redemption Date" shall have the meaning set forth in
         Section 7 hereof.

                  (l)      "Shares Acquisition Date" shall mean the first date
         of public announcement by the Company or an Acquiring Person that an
         Acquiring Person has become such.

                  (m)      "Spinoff" shall mean the distribution by
         Kimberly-Clark Corporation to its shareholders of all of the issued and
         outstanding shares of the Company.


                                       3
<PAGE>   7

                  (n)      "Subsidiary" of any Person shall mean any corporation
         or other entity of which a majority of the voting power of the voting
         equity securities or equity interest is owned, directly or indirectly,
         by such Person.

                  Section 2. Appointment of Rights Agent. The Company hereby
appoints the Rights Agent to act as agent for the Company and the holders of the
Rights (who, in accordance with Section 3 hereof, shall prior to the
Distribution Date also be the holders of the Common Shares) in accordance with
the terms and conditions hereof, and the Rights Agent hereby accepts such
appointment. The Company may from time to time appoint such co-Rights Agents as
it may deem necessary or desirable, upon ten (10) days' prior written notice to
the Rights Agent. The Rights Agent shall have no duty to supervise, and shall in
no event be liable for, the acts or omissions of any such co-Rights Agent.

                  Section 3. Issue of Right Certificates.

                  (a)      Until the earlier of (i) the tenth day after the
         Shares Acquisition Date or (ii) the tenth business day (or such later
         date as may be determined by action of the Board of Directors prior to
         such time as any Person becomes an Acquiring Person) after the date of
         the commencement by any Person (other than the Company, any Subsidiary
         of the Company, any employee benefit plan of the Company or of any
         Subsidiary of the Company or any entity holding Common Shares for or
         pursuant to the terms of any such plan) of, or of the first public
         announcement of the intention of any Person (other than the Company,
         any Subsidiary of the Company, any employee benefit plan of the Company
         or of any Subsidiary of the Company or any entity holding Common Shares
         for or pursuant to the terms of any such plan) to commence, a tender or
         exchange offer the consummation of which would result in any Person
         becoming the Beneficial Owner of Common Shares aggregating 15% or more
         of the then outstanding Common Shares (including any such date which is
         after the date of this Agreement and prior to the issuance of the
         Rights; the earlier of such dates being herein referred to as the
         "Distribution Date"), (x) the Rights will be evidenced (subject to the
         provisions of Section 3(b) hereof) by the certificates for Common
         Shares registered in the names of the holders thereof (which
         certificates shall also be deemed to be Right Certificates) and not by
         separate Right Certificates, and (y) the right to receive Right
         Certificates will be transferable only in connection with the transfer
         of Common Shares. As soon as practicable after the Distribution Date,
         the Company will prepare and execute, the Rights Agent will
         countersign, and the Company will send or cause to be sent (and the
         Rights Agent will, if requested, send) by first-class, insured,
         postage-prepaid mail, to each record holder of Common Shares as of the
         close of business on the Distribution Date, at the address of such
         holder shown on the records of the Company, a Right Certificate, in
         substantially the form of Exhibit B hereto (a "Right Certificate"),
         evidencing one Right for each Common Share so held. As of the
         Distribution Date, the Rights will be evidenced solely by such Right
         Certificates.

                  (b)      On the Record Date, or as soon as practicable
         thereafter, the Company will send a copy of a Summary of Rights to
         Purchase Preferred Shares, in substantially



                                       4
<PAGE>   8

         the form of Exhibit C hereto (the "Summary of Rights"), by first-class,
         postage-prepaid mail, to each record holder of Common Shares as of the
         close of business on the Record Date, at the address of such holder
         shown on the records of the Company. With respect to certificates for
         Common Shares outstanding as of the Record Date, until the Distribution
         Date, the Rights will be evidenced by such certificates registered in
         the names of the holders thereof together with a copy of the Summary of
         Rights attached thereto. Until the Distribution Date (or the earlier of
         the Redemption Date or the Final Expiration Date), the surrender for
         transfer of any certificate for Common Shares outstanding on the Record
         Date, with or without a copy of the Summary of Rights attached thereto,
         shall also constitute the transfer of the Rights associated with the
         Common Shares represented thereby.

                  (c)      Certificates for Common Shares which become
         outstanding (including, without limitation, reacquired Common Shares
         referred to in the last sentence of this paragraph (c)) after the
         Record Date but prior to the earliest of the Distribution Date, the
         Redemption Date or the Final Expiration Date shall have impressed on,
         printed on, written on or otherwise affixed to them the following
         legend:

                  This certificate also evidences and entitles the holder hereof
                  to certain rights as set forth in a Rights Agreement between
                  Schweitzer-Mauduit International, Inc. and The First National
                  Bank of Boston, dated as of October 1, 1995 (the "Rights
                  Agreement"), the terms of which are hereby incorporated herein
                  by reference and a copy of which is on file at the principal
                  executive offices of Schweitzer-Mauduit International, Inc.
                  Under certain circumstances, as set forth in the Rights
                  Agreement, such Rights will be evidenced by separate
                  certificates and will no longer be evidenced by this
                  certificate. Schweitzer-Mauduit International, Inc. will mail
                  to the holder of this certificate a copy of the Rights
                  Agreement without charge after receipt of a written request
                  therefor. As described in the Rights Agreement, Rights issued
                  to any Person who becomes an Acquiring Person (as defined in
                  the Rights Agreement) shall become null and void.

With respect to such certificates containing the foregoing legend, until the
Distribution Date, the Rights associated with the Common Shares represented by
such certificates shall be evidenced by such certificates alone, and the
surrender for transfer of any such certificate shall also constitute the
transfer of the Rights associated with the Common Shares represented thereby. In
the event that the Company purchases or acquires any Common Shares after the
Record Date but prior to the Distribution Date, any Rights associated with such
Common Shares shall be deemed cancelled and retired so that the Company shall
not be entitled to exercise any Rights associated with the Common Shares which
are no longer outstanding.

                  Section 4. Form of Right Certificates. The Right Certificates
(and the forms of election to purchase Preferred Shares and of assignment to be
printed on the reverse thereof) shall be substantially the same as Exhibit B
hereto and may have such marks of identification


                                       5
<PAGE>   9

or designation and such legends, summaries or endorsements printed thereon as
the Company may deem appropriate and as are not inconsistent with the provisions
of this Agreement, or as may be required to comply with any applicable law or
with any rule or regulation made pursuant thereto or with, any rule or
regulation of any stock exchange on which the Rights may from time to time be
listed, or to conform to usage. Subject to the provisions of Section 22 hereof,
the Right Certificates shall entitle the holders thereof to purchase such number
of one one-hundredths of a Preferred Share as shall be set forth therein at the
price per one one-hundredth of a Preferred Share set forth therein (the
"Purchase Price"), but the number of such one one-hundredths of a Preferred
Share and the Purchase Price shall be subject to adjustment as provided herein.

                  Section 5. Countersignature and Registration. The Right
Certificates shall be executed on behalf of the Company by its Chairman of the
Board, its Chief Executive Officer, its President, any of its Vice Presidents,
or its Treasurer, either manually or by facsimile signature, shall have affixed
thereto the Company's seal or a facsimile thereof, and shall be attested by the
Secretary or an Assistant Secretary of the Company, either manually or by
facsimile signature. The Right Certificates shall be manually countersigned by
the Rights Agent and shall not be valid for any purpose unless countersigned. In
case any officer of the Company who shall have signed any of the Right
Certificates shall cease to be such officer of the Company before
countersignature by the Rights Agent and issuance and delivery by the Company,
such Right Certificates, nevertheless, may be countersigned by the Rights Agent
and issued and delivered by the Company with the same force and effect as though
the person who signed such Right Certificates had not ceased to be such officer
of the Company; and any Right Certificate may be signed on behalf of the Company
by any person who, at the actual date of the execution of such Right
Certificate, shall be a proper officer of the Company to sign such Right
Certificate, although at the date of the execution of this Rights Agreement any
such person was not such an officer.

                  Following the Distribution Date, the Rights Agent will keep or
cause to be kept, at its office designated for such purpose, books for
registration and transfer of the Right Certificates issued hereunder. Such books
shall show the names and addresses of the respective holders of the Right
Certificates, the number of Rights evidenced on its face by each of the Right
Certificates and the date of each of the Right Certificates.

                  Section 6. Transfer, Split Up, Combination and Exchange of
Right Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates.
Subject to the provisions of Section 14 hereof, at any time after the close of
business on the Distribution Date, and at or prior to the close of business on
the earlier of the Redemption Date or the Final Expiration Date, any Right
Certificate or Right Certificates (other than Right Certificates representing
Rights that have become void pursuant to Section 1l(a)(ii) hereof or that have
been exchanged pursuant to Section 24 hereof) may be transferred, split up,
combined or exchanged for another Right Certificate or Right Certificates,
entitling the registered holder to purchase a like number of one one-hundredths
of a Preferred Share as the Right Certificate or Right Certificates surrendered
then entitled such holder to purchase. Any registered holder desiring to
transfer, split up, combine or exchange any Right Certificate or Right
Certificates shall make such



                                       6
<PAGE>   10

request in writing delivered to the Rights Agent, and shall surrender the Right
Certificate or Right Certificates to be transferred, split up, combined or
exchanged at the office of the Rights Agent designated for such purpose.
Thereupon the Rights Agent shall countersign and deliver to the person entitled
thereto a Right Certificate or Right Certificates, as the case may be, as so
requested. The Company may require payment of a sum sufficient to cover any tax
or governmental charge that may be imposed in connection with any transfer,
split up, combination or exchange of Right Certificates.

                  Upon receipt by the Company and the Rights Agent of evidence
reasonably satisfactory to them of the loss, theft, destruction or mutilation of
a Right Certificate, and, in case of loss, theft or destruction, of indemnity or
security reasonably satisfactory to them, and, at the Company's request,
reimbursement to the Company and the Rights Agent of all reasonable expenses
incidental thereto, and upon surrender to the Rights Agent and cancellation of
the Right Certificate if mutilated, the Company will make and deliver a new
Right Certificate of like tenor to the Rights Agent for delivery to the
registered holder in lieu of the Right Certificate so lost, stolen, destroyed or
mutilated.

                  Section 7. Exercise of Rights: Purchase Price: Expiration Date
of Rights.

                  (a)      The registered holder of any Right Certificate may
         exercise the Rights evidenced thereby (except as otherwise provided
         herein) in whole or in part at any time after the Distribution Date
         upon surrender of the Right Certificate, with the form of election to
         purchase on the reverse side thereof duly executed, to the Rights Agent
         at the office of the Rights Agent designated for such purpose, together
         with payment of the Purchase Price for each one one-hundredth of a
         Preferred Share as to which the Rights are exercised, at or prior to
         the earliest of (i) the close of business on October 1, 2005 (the
         "Final Expiration Date"), (ii) the time at which the Rights are
         redeemed as provided in Section 23 hereof (the "Redemption Date"), or
         (iii) the time at which such Rights are exchanged as provided in
         Section 24 hereof.

                  (b)      The Purchase Price for each one one-hundredth of a
         Preferred Share pursuant to the exercise of a Right shall be $65.00 as
         of October 1, 1995 and shall be subject to adjustment from time to time
         as provided in Section 11 or 13 hereof and shall be payable in lawful
         money of the United States of America in accordance with paragraph (c)
         below.

                  (c)      Upon receipt of a Right Certificate representing
         exercisable Rights, with the form of election to purchase and
         certificate duly executed, accompanied by payment of the Purchase Price
         for the shares to be purchased and an amount equal to any applicable
         transfer tax required to be paid by the holder of such Right
         Certificate in accordance with Section 9 hereof by certified check,
         cashier's check or money order payable to the order of the Company, the
         Rights Agent shall thereupon promptly (i) (A) requisition from any
         transfer agent of the Preferred Shares certificates for the number of
         Preferred Shares to be purchased and the Company hereby irrevocably
         authorizes its transfer agent to comply with all such requests, or (B)
         requisition from the depositary


                                       7
<PAGE>   11

         agent depositary receipts representing such number of one
         one-hundredths of a Preferred Share as are to be purchased (in which
         case certificates for the Preferred Shares represented by such receipts
         shall be deposited by the transfer agent with the depositary agent) and
         the Company hereby directs the depositary agent to comply with such
         request, (ii) when appropriate, requisition from the Company the amount
         of cash to be paid in lieu of issuance of fractional shares in
         accordance with Section 14 hereof, (iii) after receipt of such
         certificates or depositary receipts, cause the same to be delivered to
         or upon the order of the registered holder of such Right Certificate,
         registered in such name or names as may be designated by such holder
         and (iv) when appropriate, after receipt, deliver such cash to or upon
         the order of the registered holder of such Right Certificate.

                  (d)      In case the registered holder of any Right
         Certificate shall exercise less than all the Rights evidenced thereby,
         a new Right Certificate evidencing Rights equivalent to the Rights
         remaining unexercised shall be issued by the Rights Agent to the
         registered holder of such Right Certificate or to his duly authorized
         assigns, subject to the provisions of Section 14 hereof.

                  (e)      Notwithstanding anything in this Agreement to the
         contrary, neither the Rights Agent nor the Company shall be obligated
         to undertake any action with respect to a registered holder upon the
         occurrence of any purported transfer or exercise as set forth in this
         Section 7 unless such registered holder shall have (i) completed and
         signed the certificate following the form of assignment or election to
         purchase set forth on the reverse side of the Rights Certificate
         surrendered for such assignment or exercise, and (ii) provided such
         additional evidence of the identity of the Beneficial Owner (or former
         Beneficial Owner) or Affiliates or Associates thereof as the Company
         shall reasonably request.

                  Section 8. Cancellation and Destruction of Right Certificates.
All Right Certificates surrendered for the purpose of exercise, transfer, split
up, combination or exchange shall, if surrendered to the Company or to any of
its agents, be delivered to the Rights Agent for cancellation or in cancelled
form, or, if surrendered to the Rights Agent, shall be cancelled by it, and no
Right Certificates shall be issued in lieu thereof except as expressly permitted
by any of the provisions of this Rights Agreement. The Company shall deliver to
the Rights Agent for cancellation and retirement, and the Rights Agent shall so
cancel and retire, any other Right Certificate purchased or acquired by the
Company otherwise than upon the exercise thereof. The Rights Agent shall deliver
all cancelled Right Certificates to the Company, or shall, at the written
request of the Company, destroy such cancelled Right Certificates, and in such
case shall deliver a certificate of destruction thereof to the Company.

                  Section 9. Availability of Preferred Shares. The Company
covenants and agrees that it will cause to be reserved and kept available out of
its authorized and unissued Preferred Shares or any Preferred Shares held in its
treasury, the number of Preferred Shares that will be sufficient to permit the
exercise in full of all outstanding Rights in accordance with Section 7. The
Company covenants and agrees that it will take all such action as may be
necessary to


                                       8
<PAGE>   12

ensure that all Preferred Shares delivered upon exercise of Rights shall, at the
time of delivery of the certificates for such Preferred Shares (subject to
payment of the Purchase Price), be duly and validly authorized and issued and
fully paid and nonassessable shares.

                  The Company further covenants and agrees that it will pay when
due and payable any and all federal and state transfer taxes and charges which
may be payable in respect of the issuance or delivery of the Right Certificates
or of any Preferred Shares upon the exercise of Rights. The Company shall not,
however, be required to pay any transfer tax which may be payable in respect of
any transfer or delivery of Right Certificates to a person other than, or the
issuance or delivery of certificates or depositary receipts for the Preferred
Shares in a name other than that of, the registered holder of the Right
Certificate evidencing Rights surrendered for exercise or to issue or to deliver
any certificates or depositary receipts for Preferred Shares upon the exercise
of any Rights until any such tax shall have been paid (any such tax being
payable by the holder of such Right Certificate at the time of surrender) or
until it has been established to the Company's reasonable satisfaction that no
such tax is due.

                  Section 10. Preferred Shares Record Date. Each person in whose
name any certificate for Preferred Shares is issued upon the exercise of Rights
shall for all purposes be deemed to have become the holder of record of the
Preferred Shares represented thereby on, and such certificate shall be dated,
the date upon which the Right Certificate evidencing such Rights was duly
surrendered and payment of the Purchase Price (and any applicable transfer
taxes) was made; provided, however, that if the date of such surrender and
payment is a date upon which the Preferred Shares transfer books of the Company
are closed, such person shall be deemed to have become the record holder of such
shares on, and such certificate shall be dated, the next succeeding Business Day
on which the Preferred Shares transfer books of the Company are open. Prior to
the exercise of the Rights evidenced thereby, the holder of a Right Certificate
shall not be entitled to any rights of a holder of Preferred Shares for which
the Rights shall be exercisable, including, without limitation, the right to
vote, to receive dividends or other distributions or to exercise any preemptive
rights, and shall not be entitled to receive any notice of any proceedings of
the Company, except as provided herein.

                  Section 11. Adjustment of Purchase Price. Number of Shares or
Number of Rights. The Purchase Price, the number of Preferred Shares covered by
each Right and the number of Rights outstanding are subject to adjustment from
time to time as provided in this Section 11.

                  (a)      (i) In the event the Company shall at any time after
                  the date of this Agreement (A) declare a dividend on the
                  Preferred Shares payable in Preferred Shares, (B) subdivide
                  the outstanding Preferred Shares, (C) combine the outstanding
                  Preferred Shares into a smaller number of Preferred Shares or
                  (D) issue any shares of its capital stock in a
                  reclassification of the Preferred Shares (including any such
                  reclassification in connection with a consolidation or merger
                  in which the Company is the continuing or surviving
                  corporation), except as otherwise provided in this Section 11
                  (a), the Purchase Price in effect at the time of the record
                  date for such dividend or of the effective date of such
                  subdivision,



                                       9
<PAGE>   13

                  combination or reclassification, and the number and kind of
                  shares of capital stock issuable on such date, shall be
                  proportionately adjusted so that the holder of any Right
                  exercised after such time shall be entitled to receive the
                  aggregate number and kind of shares of capital stock which, if
                  such Right had been exercised immediately prior to such date
                  and at a time when the Preferred Shares transfer books of the
                  Company were open, he would have owned upon such exercise and
                  been entitled to receive by virtue of such dividend,
                  subdivision, combination or reclassification; provided,
                  however, that in no event shall the consideration to be paid
                  upon the exercise of one Right be less than the aggregate par
                  value of the shares of capital stock of the Company issuable
                  upon exercise of one Right.

                           (ii)     Subject to Section 24 of this Agreement, in
                  the event any Person becomes an Acquiring Person, each holder
                  of a Right shall thereafter have a right to receive, upon
                  exercise thereof at a price equal to the then current Purchase
                  Price multiplied by the number of one one-hundredths of a
                  Preferred Share for which a Right is then exercisable, in
                  accordance with the terms of this Agreement and in lieu of
                  Preferred Shares, such number of Common Shares of the Company
                  as shall equal the result obtained by (x) multiplying the then
                  current Purchase Price by the number of one one-hundredths of
                  a Preferred Share for which a Right is then exercisable and
                  dividing that product by (y) 50% of the then current per
                  share market price of the Company's Common Shares (determined
                  pursuant to Section 11 (d) hereof) on the date of the
                  occurrence of such event. In the event that any Person shall
                  become an Acquiring Person and the Rights shall then be
                  outstanding, the Company shall not take any action which would
                  eliminate or diminish the benefits intended to be afforded by
                  the Rights.

                           From and after the occurrence of such event, any
                  Rights that are or were acquired or beneficially owned by any
                  Acquiring Person (or any Associate or Affiliate of such
                  Acquiring Person) shall be void and any holder of such Rights
                  shall thereafter have no right to exercise such Rights under
                  any provision of this Agreement. No Right Certificate shall be
                  issued pursuant to Section 3 that represents Rights
                  beneficially owned by an Acquiring Person whose Rights would
                  be void pursuant to the preceding sentence or any Associate or
                  Affiliate thereof; no Right Certificate shall be issued at any
                  time upon the transfer of any Rights to an Acquiring Person
                  whose Rights would be void pursuant to the preceding sentence
                  or any Associate or Affiliate thereof or to any nominee of
                  such Acquiring Person, Associate or Affiliate; and any Right
                  Certificate delivered to the Rights Agent for transfer to an
                  Acquiring Person whose Rights would be void pursuant to the
                  preceding sentence shall be cancelled.

                           (iii)    In the event that there shall not be
                  sufficient Common Shares issued but not outstanding or
                  authorized but unissued to permit the exercise in full of the
                  Rights in accordance with the foregoing subparagraph (ii), the


                                       10
<PAGE>   14

                  Company shall take all such action as may be necessary to
                  authorize additional Common Shares for issuance upon exercise
                  of the Rights. In the event the Company shall, after good
                  faith effort, be unable to take all such action as may be
                  necessary to authorize such additional Common Shares, the
                  Company shall substitute, for each Common Share that would
                  otherwise be issuable upon exercise of a Right, a number of
                  Preferred Shares or fraction thereof such that the current per
                  share market price of one Preferred Share multiplied by such
                  number or fraction is equal to the current per share market
                  price of one Common Share as of the date of issuance of such
                  Preferred Shares or fraction thereof.

                  (b)      In case the Company shall fix a record date for the
         issuance of rights, options or warrants to all holders of Preferred
         Shares entitling them (for a period expiring within 45 calendar days
         after such record date) to subscribe for or purchase Preferred Shares
         (or shares having the same rights, privileges and preferences as the
         Preferred Shares ("equivalent preferred shares")) or securities
         convertible into Preferred Shares or equivalent preferred shares at a
         price per Preferred Share or equivalent preferred share (or having a
         conversion price per share, if a security convertible into Preferred
         Shares or equivalent preferred shares) less than the then current per
         share market price of the Preferred Shares (as defined in Section 11
         (d)) on such record date, the Purchase Price to be in effect after such
         record date shall be determined by multiplying the Purchase Price in
         effect immediately prior to such record date by a fraction, the
         numerator of which shall be the number of Preferred Shares outstanding
         on such record date plus the number of Preferred Shares which the
         aggregate offering price of the total number of Preferred Shares and/or
         equivalent preferred shares so to be offered (and/or the aggregate
         initial conversion price of the convertible securities so to be
         offered) would purchase at such current market price and the
         denominator of which shall be the number of Preferred Shares
         outstanding on such record date plus the number of additional Preferred
         Shares and/or equivalent preferred shares to be offered for
         subscription or purchase (or into which the convertible securities so
         to be offered are initially convertible); provided, however, that in no
         event shall the consideration to be paid upon the exercise of one Right
         be less than the aggregate par value of the shares of capital stock of
         the Company issuable upon exercise of one Right. In case such
         subscription price may be paid in a consideration part or all of which
         shall be in a form other than cash, the value of such consideration
         shall be as determined in good faith by the Board of Directors of the
         Company, whose determination shall be described in a statement filed
         with the Rights Agent. Preferred Shares owned by or held for the
         account of the Company shall not be deemed outstanding for the purpose
         of any such computation. Such adjustment shall be made successively
         whenever such a record date is fixed; and in the event that such
         rights, options or warrants are not so issued, the Purchase Price shall
         be adjusted to be the Purchase Price which would then be in effect if
         such record date had not been fixed.

                  (c)      In case the Company shall fix a record date for the
         making of a distribution to all holders of the Preferred Shares
         (including any such distribution made



                                       11
<PAGE>   15

         in connection with a consolidation or merger in which the Company is
         the continuing or surviving corporation) of evidences of indebtedness
         or assets (other than a regular quarterly cash dividend or a dividend
         payable in Preferred Shares) or subscription rights or warrants
         (excluding those referred to in Section 11 (b) hereof), the Purchase
         Price to be in effect after such record date shall be determined by
         multiplying the Purchase Price in effect immediately prior to such
         record date by a fraction, the numerator of which shall be the then
         current per share market price of the Preferred Shares on such record
         date, less the fair market value (as determined in good faith by the
         Board of Directors of the Company, whose determination shall be
         described in a statement filed with the Rights Agent) of the portion of
         the assets or evidences of indebtedness so to be distributed or of such
         subscription rights or warrants applicable to one Preferred Share and
         the denominator of which shall be such current per share market price
         of the Preferred Shares; provided, however, that in no event shall the
         consideration to be paid upon the exercise of one Right be less than
         the aggregate par value of the shares of capital stock of the Company
         to be issued upon exercise of one Right. Such adjustments shall be made
         successively whenever such a record date is fixed; and in the event
         that such distribution is not so made, the Purchase Price shall again
         be adjusted to be the Purchase Price which would then be in effect if
         such record date had not been fixed.

                  (d)      (i) For the purpose of any computation hereunder, the
         "current per share market price" of any security (a "Security" for the
         purpose of this Section 11 (d)(i)) on any date shall be deemed to be
         the average of the daily closing prices per share of such Security for
         the 30 consecutive Trading Days (as such term is hereinafter defined)
         immediately prior to such date; provided, however, that in the event
         that the current per share market price of the Security is determined
         during a period following the announcement by the issuer of such
         Security of (A) a dividend or distribution on such Security payable in
         shares of such Security or securities convertible into such shares, or
         (B) any subdivision, combination or reclassification of such Security
         and prior to the expiration of 30 Trading Days after the ex-dividend
         date for such dividend or distribution, or the record date for such
         subdivision, combination or reclassification, then, and in each such
         case, the current per share market price shall be appropriately
         adjusted to reflect the current market pride per share equivalent of
         such Security. The closing price for each day shall be the last sale
         price, regular way, or, in case no such sale takes place on such day,
         the average of the closing bid and asked prices, regular way, in either
         case as reported in the principal consolidated transaction reporting
         system with respect to securities listed or admitted to trading on the
         New York Stock Exchange or, if the Security is not listed or admitted
         to trading on the New York Stock Exchange, as reported in the principal
         consolidated transaction reporting system with respect to securities
         listed on the principal national securities exchange on which the
         Security is listed or admitted to trading or, if the Security is not
         listed or admitted to trading on any national securities exchange, the
         last quoted price or, if not so quoted, the average of the high bid and
         low asked prices in the over-the-counter market, as reported by the
         National Association of Securities Dealers, Inc. Automated Quotations
         System ("NASDAQ") or such other system then in use, or, if on any such
         date the



                                       12
<PAGE>   16

         Security is not quoted by any such organization, the average of the
         closing bid and asked prices as furnished by a professional market
         maker making a market in the Security selected by the Board of
         Directors of the Company. The term "Trading Day" shall mean a day on
         which the principal national securities exchange on which the Security
         is listed or admitted to trading is open for the transaction of
         business or, if the Security is not listed or admitted to trading on
         any national securities exchange, a Business Day.

                  (ii)     For the purpose of any computation hereunder, the
         "current per share market price" of the Preferred Shares shall be
         determined in accordance with the method set forth in Section 11(d)(i).
         If the Preferred Shares are not publicly traded, the "current per share
         market price" of the Preferred Shares shall be conclusively deemed to
         be the current per share market price of the Common Shares as
         determined pursuant to Section 1l (d)(i) (appropriately adjusted to
         reflect any stock split, stock dividend or similar transaction
         occurring after the date hereof), multiplied by one hundred. If neither
         the Common Shares nor the Preferred Shares are publicly held or so
         listed or traded, "current per share market price" shall mean the fair
         value per share as determined in good faith by the Board of Directors
         of the Company, whose determination shall be described in a statement
         filed with the Rights Agent.

                  (e)      No adjustment in the Purchase Price shall be required
         unless such adjustment would require an increase or decrease of at
         least 1% in the Purchase Price; provided, however, that any adjustments
         which by reason of this Section 11(e) are not required to be made shall
         be carried forward and taken into account in any subsequent adjustment.
         All calculations under this Section 11 shall be made to the nearest
         cent or to the nearest one one-millionth of a Preferred Share or one
         ten-thousandth of any other share or security as the case may be.
         Notwithstanding the first sentence of this Section 11(e), any
         adjustment required by this Section 11 shall be made no later than the
         earlier of (i) three years from the date of the transaction which
         requires such adjustment or (ii) the date of the expiration of the
         right to exercise any Rights.

                  (f)      If as a result of an adjustment made pursuant to
         Section 11 (a) hereof, the holder of any Right thereafter exercised
         shall become entitled to receive any shares of capital stock of the
         Company other than Preferred Shares, thereafter the number of such
         other shares so receivable upon exercise of any Right shall be subject
         to adjustment from time to time in a manner and on terms as nearly
         equivalent as practicable to the provisions with respect to the
         Preferred Shares contained in Section 11(a) through (c), inclusive, and
         the provisions of Sections 7, 9, 10 and 13 with respect to the
         Preferred Shares shall apply on like terms to any such other shares.

                  (g)      All Rights originally issued by the Company
         subsequent to any adjustment made to the Purchase Price hereunder shall
         evidence the right to purchase, at the adjusted Purchase Price, the
         number of one one-hundredths of a Preferred Share purchasable from time
         to time hereunder upon exercise of the Rights, all subject to further
         adjustment as provided herein.


                                       13
<PAGE>   17

                  (h)      Unless the Company shall have exercised its election
         as provided in Section 11 (i), upon each adjustment of the Purchase
         Price as a result of the calculations made in Sections 11(b) and (c),
         each Right outstanding immediately prior to the making of such
         adjustment shall thereafter evidence the right to purchase, at the
         adjusted Purchase Price, that number of one one-hundredths of a
         Preferred Share (calculated to the nearest one one-millionth of a
         Preferred Share) obtained by (i) multiplying (x) the number of one
         one-hundredths of a share covered by a Right immediately prior to this
         adjustment by (y) the Purchase Price in effect immediately prior to
         such adjustment of the Purchase Price and (ii) dividing the product so
         obtained by the Purchase Price in effect immediately after such
         adjustment of the Purchase Price.

                  (i)      The Company may elect on or after the date of any
         adjustment of the Purchase Price to adjust the number of Rights, in
         substitution for any adjustment in the number of one one-hundredths of
         a Preferred Share purchasable upon the exercise of a Right. Each of the
         Rights outstanding after such adjustment of the number of Rights shall
         be exercisable for the number of one one-hundredths of a Preferred
         Share for which a Right was exercisable immediately prior to such
         adjustment. Each Right held of record prior to such adjustment of the
         number of Rights shall become that number of Rights (calculated to the
         nearest one ten-thousandth) obtained by dividing the Purchase Price in
         effect immediately prior to adjustment of the Purchase Price by the
         Purchase Price in effect immediately after adjustment of the Purchase
         Price. The Company shall make a public announcement of its election to
         adjust the number of Rights, indicating the record date for the
         adjustment, and, if known at the time, the amount of the adjustment to
         be made. This record date may be the date on which the Purchase Price
         is adjusted or any day thereafter, but, if the Right Certificates have
         been issued, shall be at least 10 days later than the date of the
         public announcement. If Right Certificates have been issued, upon each
         adjustment of the number of Rights pursuant to this Section 11(i), the
         Company shall, as promptly as practicable, cause to be distributed to
         holders of record of Right Certificates on such record date Right
         Certificates evidencing, subject to Section 14 hereof, the additional
         Rights to which such holders shall be entitled as a result of such
         adjustment, or, at the option of the Company, shall cause to be
         distributed to such holders of record in substitution and replacement
         for the Right Certificates held by such holders prior to the date of
         adjustment, and upon surrender thereof, if required by the Company, new
         Right Certificates evidencing all the Rights to which such holders
         shall be entitled after such adjustment. Right Certificates so to be
         distributed shall be issued, executed and countersigned in the manner
         provided for herein and shall be registered in the names of the holders
         of record of Right Certificates on the record date specified in the
         public announcement.

                  (j)      Irrespective of any adjustment or change in the
         Purchase Price or the number of one one-hundredths of a Preferred Share
         issuable upon the exercise of the Rights, the Right Certificates
         theretofore and thereafter issued may continue to express the Purchase
         Price and the number of one one-hundredths of a Preferred Share which
         were expressed in the initial Right Certificates issued hereunder.


                                       14
<PAGE>   18

                  (k)      Before taking any action that would cause an
         adjustment reducing the Purchase Price below one one-hundredth of the
         then par value, if any, of the Preferred Shares issuable upon exercise
         of the Rights, the Company shall take any corporate action which may,
         in the opinion of its counsel, be necessary in order that the Company
         may validly and legally issue fully paid and nonassessable Preferred
         Shares at such adjusted Purchase Price.

                  (l)      In any case in which this Section 11 shall require
         that an adjustment in the Purchase Price be made effective as of a
         record date for a specified event, the Company may elect to defer until
         the occurrence of such event the issuing to the holder of any Right
         exercised after such record date of the Preferred Shares and other
         capital stock or securities of the Company, if any, issuable upon such
         exercise over and above the Preferred Shares and other capital stock or
         securities of the Company, if any, issuable upon such exercise on the
         basis of the Purchase Price in effect prior to such adjustment;
         provided, however, that the Company shall deliver to such holder a due
         bill or other appropriate instrument evidencing such holder's right to
         receive such additional shares upon the occurrence of the event
         requiring such adjustment.

                  (m)      Anything in this Section 11 to the contrary
         notwithstanding, the Company shall be entitled to make such reductions
         in the Purchase Price, in addition to those adjustments expressly
         required by this Section 11, as and to the extent that it in its sole
         discretion shall determine to be advisable in order that any
         consolidation or subdivision of the Preferred Shares, issuance wholly
         for cash of any Preferred Shares at less than the current market price,
         issuance wholly for cash of Preferred Shares or securities which by
         their terms are convertible into or exchangeable for Preferred Shares,
         dividends on Preferred Shares payable in Preferred Shares or issuance
         of rights, options or warrants referred to hereinabove in Section
         11(b), hereafter made by the Company to holders of its Preferred Shares
         shall not be taxable to such stockholders.

                  (n)      In the event that at any time after the date of this
         Agreement and prior to the Distribution Date, the Company shall (i)
         declare or pay any dividend on the Common Shares payable in Common
         Shares or (ii) effect a subdivision, combination or consolidation of
         the Common Shares (by reclassification or otherwise than by payment of
         dividends in Common Shares) into a greater or lesser number of Common
         Shares, then in any such case (A) the number of one one-hundredths of a
         Preferred Share purchasable after such event upon proper exercise of
         each Right shall be determined by multiplying the number of one
         one-hundredths of a Preferred Share so purchasable immediately prior to
         such event by a fraction, the numerator of which is the number of
         Common Shares outstanding immediately before such event and the
         denominator of which is the number of Common Shares outstanding
         immediately after such event, and (B) each Common Share outstanding
         immediately after such event shall have issued with respect to it that
         number of Rights which each Common Share outstanding immediately prior
         to such event had issued with respect to it. The adjustments provided
         for in this



                                       15
<PAGE>   19

         Section 11(n) shall be made successively whenever such a dividend is
         declared or paid or such a subdivision, combination or consolidation is
         effected.

                  Section 12. Certificate of Adjusted Purchase Price or Number
of Shares. Whenever an adjustment is made as provided in Section 11 or 13
hereof, the Company shall promptly (a) prepare a certificate setting forth such
adjustment, and a brief statement of the facts accounting for such adjustment,
(b) file with the Rights Agent and with each transfer agent for the Common
Shares or the Preferred Shares a copy of such certificate and (c) mail a brief
summary thereof to each holder of a Right Certificate in accordance with Section
25 hereof. The Rights Agent shall be fully protected in relying on such
certificate and on any adjustment therein contained. The Rights Agent shall not
be deemed to have knowledge of any such adjustment unless and until it shall
have received such certificate.

                  Section 13. Consolidation. Merger or Sale or Transfer of
Assets or Earning Power. In the event, directly or indirectly, at any time after
a Person has become an Acquiring Person, (a) the Company shall consolidate with,
or merge with and into, any other Person and the Company shall not be the
continuing or surviving corporation of such consolidation or merger, (b) any
Person shall consolidate with the Company, or merge with and into the Company
and the Company shall be the continuing or surviving corporation of such merger
and, in connection with such merger, all or part of the Common Shares shall be
changed into or exchanged for stock or other securities of any other Person (or
the Company) or cash or any other property, or (c) the Company shall sell or
otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise
transfer), in one or more transactions, assets or earning power aggregating 50%
or more of the assets or earning power of the Company and its Subsidiaries
(taken as a whole) to any other Person other than the Company or one or more of
its wholly-owned Subsidiaries, then, and in each such case, proper provision
shall be made so that (i) each holder of a Right (except as otherwise provided
herein) shall thereafter have the right to receive, upon the exercise thereof at
a price equal to the then current Purchase Price multiplied by the number of one
one-hundredths of a Preferred Share for which a Right is then exercisable, in
accordance with the terms of this Agreement and in lieu of Preferred Shares,
such number of Common Shares of such other Person (including the Company as
successor thereto or as the surviving corporation) as shall equal the result
obtained by (A) multiplying the then current Purchase Price by the number of one
one-hundredths of a Preferred Share for which a Right is then exercisable and
dividing that product by (B) 50% of the then current per share market price of
the Common Shares of such other Person (determined pursuant to Section 1l(d)
hereof) on the date of consummation of such consolidation, merger, sale or
transfer; (ii) the issuer of such Common Shares shall thereafter be liable for,
and shall assume, by virtue of such consolidation, merger, sale or transfer, all
the obligations and duties of the Company pursuant to this Agreement; (iii) the
term "Company" shall thereafter be deemed to refer to such issuer; and (iv) such
issuer shall take such steps (including, but not limited to, the reservation of
a sufficient number of its Common Shares in accordance with Section 9 hereof) in
connection with such consummation as may be necessary to assure that the
provisions hereof shall thereafter be applicable, as nearly as reasonably may
be, in relation to the Common Shares thereafter deliverable upon the exercise of
the Rights. The Company shall not consummate any such consolidation, merger,
sale or transfer unless prior thereto the Company



                                       16
<PAGE>   20

and such issuer shall have executed and delivered to the Rights Agent a
supplemental agreement so providing. The Company shall not enter into any
transaction of the kind referred to in this Section 13 if at the time of such
transaction there are any rights, warrants, instruments or securities
outstanding or any agreements or arrangements which, as a result of the
consummation of such transaction, would eliminate or substantially diminish the
benefits intended to be afforded by the Rights. The provisions of this Section
13 shall similarly apply to successive mergers or consolidations or sales or
other transfers.

          Section 14. Fractional Rights and Fractional Shares.

                  (a)      The Company shall not be required to issue fractions
         of Rights or to distribute Right Certificates which evidence fractional
         Rights. In lieu of such fractional Rights, there shall be paid to the
         registered holders of the Right Certificates with regard to which such
         fractional Rights would otherwise be issuable, an amount in cash equal
         to the same fraction of the current market value of a whole Right. For
         the purposes of this Section 14(a), the current market value of a whole
         Right shall be the closing price of the Rights for the Trading Day
         immediately prior to the date on which such fractional Rights would
         have been otherwise issuable. The closing price for any day shall be
         the last sale price, regular way, or, in case no such sale takes place
         on such day, the average of the closing bid and asked prices, regular
         way, in either case as reported in the principal consolidated
         transaction reporting system with respect to securities listed or
         admitted to trading on the New York Stock Exchange or, if the Rights
         are not listed or admitted to trading on the New York Stock Exchange,
         as reported in the principal consolidated transaction reporting system
         with respect to securities listed on the principal national securities
         exchange on which the Rights are listed or admitted to trading or, if
         the Rights are not listed or admitted to trading on any national
         securities exchange, the last quoted price or, if not so quoted, the
         average of the high bid and low asked prices in the over-the-counter
         market, as reported by NASDAQ or such other system then in use or, if
         on any such date the Rights are not quoted by any such organization,
         the average of the closing bid and asked prices as furnished by a
         professional market maker making a market in the Rights selected by the
         Board of Directors of the Company. If on any such date no such market
         maker is making a market in the Rights, the fair value of the Rights on
         such date as determined in good faith by the Board of Directors of the
         Company shall be used.

                  (b)      The Company shall not be required to issue fractions
         of Preferred Shares (other than fractions which are integral multiples
         of one one-hundredth of a Preferred Share) upon exercise of the Rights
         or to distribute certificates which evidence fractional Preferred
         Shares (other than fractions which are integral multiples of one
         one-hundredth of a Preferred Share). Fractions of Preferred Shares in
         integral multiples of one one-hundredth of a Preferred Share may, at
         the election of the Company, be evidenced by depositary receipts,
         pursuant to an appropriate agreement between the Company and a
         depositary selected by it; provided, that such agreement shall provide
         that the holders of such depositary receipts shall have all the rights,
         privileges and preferences to which they are entitled as beneficial
         owners of the Preferred Shares represented by such



                                       17
<PAGE>   21

         depositary receipts. In lieu of fractional Preferred Shares that are
         not integral multiples of one one-hundredth of a Preferred Share, the
         Company shall pay to the registered holders of Right Certificates at
         the time such Rights are exercised as herein provided an amount in cash
         equal to the same fraction of the current market value of one Preferred
         Share. For the purposes of this Section 14(b), the current market value
         of a Preferred Share shall be the closing price of a Preferred Share
         (as determined pursuant to the second sentence of Section 11 (d)(i)
         hereof) for the Trading Day immediately prior to the date of such
         exercise.

                  (c)      The holder of a Right by the acceptance of the Right
         expressly waives his right to receive any fractional Rights or any
         fractional shares upon exercise of a Right (except as provided above).

                  Section 15. Rights of Action. All rights of action in respect
of this Agreement, excepting the rights of action given to the Rights Agent
under Section 18 hereof, are vested in the respective registered holders of the
Right Certificates (and, prior to the Distribution Date, the registered holders
of the Common Shares); and any registered holder of any Right Certificate (or,
prior to the Distribution Date, of the Common Shares), without the consent of
the Rights Agent or of the holder of any other Right Certificate (or, prior to
the Distribution Date, of the Common Shares), may, in his own behalf and for his
own benefit, enforce, and may institute and maintain any suit, action or
proceeding against the Company to enforce, or otherwise act in respect of, his
right to exercise the Rights evidenced by such Right Certificate in the manner
provided in such Right Certificate and in this Agreement. Without limiting the
foregoing or any remedies available to the holders of Rights, it is specifically
acknowledged that the holders of Rights would not have an adequate remedy at law
for any breach of this Agreement and will be entitled to specific performance of
the obligations under, and injunctive relief against actual or threatened
violations of the obligations of any Person subject to, this Agreement.

                  Section 16. Agreement of Right Holders. Every holder of a
Right, by accepting the same, consents and agrees with the Company and the
Rights Agent and with every other holder of a Right that:

                  (a)      prior to the Distribution Date, the Rights will be
         transferable only in connection with the transfer of the Common Shares;

                  (b)      after the Distribution Date, the Right Certificates
         are transferable only on the registry books of the Rights Agent if
         surrendered at the office of the Rights Agent designated for such
         purpose, duly endorsed or accompanied by a proper instrument of
         transfer; and

                  (c)      the Company and the Rights Agent may deem and treat
         the person in whose name the Right Certificate (or, prior to the
         Distribution Date, the associated Common Shares certificate) is
         registered as the absolute owner thereof and of the Rights evidenced
         thereby (notwithstanding any notations of ownership or writing on the


                                       18
<PAGE>   22

         Right Certificates or the associated Common Shares certificate made by
         anyone other than the Company or the Rights Agent) for all purposes
         whatsoever, and neither the Company nor the Rights Agent shall be
         affected by any notice to the contrary.

                  Section 17. Right Certificate Holder Not Deemed a Stockholder.
No holder, as such, of any Right Certificate shall be entitled to vote, receive
dividends or be deemed for any purpose the holder of the Preferred Shares or any
other securities of the Company which may at any time be issuable on the
exercise of the Rights represented thereby, nor shall anything contained herein
or in any Right Certificate be construed to confer upon the holder of any Right
Certificate, as such, any of the rights of a stockholder of the Company or any
right to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold consent to any
corporate action, or to receive notice of meetings or other actions affecting
stockholders (except as provided in Section 25 hereof), or to receive dividends
or subscription rights, or otherwise, until the Right or Rights evidenced by
such Right Certificate shall have been exercised in accordance with the
provisions hereof.

                  Section 18. Concerning the Rights Agent. The Company agrees to
pay to the Rights Agent reasonable compensation for all services rendered by it
hereunder and, from time to time, on demand of the Rights Agent, its reasonable
expenses and counsel fees and expenses and other disbursements incurred in the
administration and execution of this Agreement and the exercise and performance
of its duties hereunder. The Company also agrees to indemnify the Rights Agent
for, and to hold it harmless against, any loss, liability, or expense, incurred
without negligence, bad faith or willful misconduct on the part of the Rights
Agent, for anything done or omitted by the Rights Agent in connection with the
acceptance and administration of this Agreement, including the costs and
expenses of defending against any claim of liability in the premises.

                  The Rights Agent shall be protected and shall incur no
liability for, or in respect of any action taken, suffered or omitted by it in
connection with, its administration of this Agreement in reliance upon any Right
Certificate or certificate for the Preferred Shares or Common Shares or for
other securities of the Company, instrument of assignment or transfer, power of
attorney, endorsement, affidavit, letter, notice, direction, consent,
certificate, statement, or other paper or document believed by it to be genuine
and to be signed, executed and, where necessary, verified or acknowledged, by
the proper person or persons, or otherwise upon the advice of counsel as set
forth in Section 20 hereof.

                  Section 19. Merger or Consolidation or Change of Name of
Rights Agent. Any corporation into which the Rights Agent or any successor
Rights Agent may be merged or with which it may be consolidated, or any
corporation resulting from any merger or consolidation to which the Rights Agent
or any successor Rights Agent shall be a party, or any corporation succeeding to
the stock transfer or corporate trust powers of the Rights Agent or any
successor Rights Agent, shall be the successor to the Rights Agent under this
Agreement without the execution or filing of any paper or any further act on the
part of any of the parties hereto; provided that such corporation would be
eligible for appointment as a successor Rights Agent under the provisions of
Section 21 hereof. In case at the time such successor Rights


                                       19
<PAGE>   23

Agent shall succeed to the agency created by this Agreement, any of the Right
Certificates shall have been countersigned but not delivered, any such successor
Rights Agent may adopt the countersignature of the predecessor Rights Agent and
deliver such Right Certificates so countersigned; and in case at that time any
of the Right Certificates shall not have been countersigned, any successor
Rights Agent may countersign such Right Certificates either in the name of the
predecessor Rights Agent or in the name of the successor Rights Agent; and in
all such cases such Right Certificates shall have the full force provided in the
Right Certificates and in this Agreement.

                  In case at any time the name of the Rights Agent shall be
changed and at such time any of the Right Certificates shall have been
countersigned but not delivered, the Rights Agent may adopt the countersignature
under its prior name and deliver Right Certificates so countersigned; and in
case at that time any of the Right Certificates shall not have been
countersigned, the Rights Agent may countersign such Right Certificates either
in its prior name or in its changed name; and in all such cases such Right
Certificates shall have the full force provided in the Right Certificates and in
this Agreement.

                  Section 20. Duties of Rights Agent. The Rights Agent
undertakes the duties and obligations imposed by this Agreement upon the
following terms and conditions, by all of which the Company and the holders of
Right Certificates, by their acceptance thereof, shall be bound:

                  (a)      The Rights Agent may consult with legal counsel (who
         may be legal counsel for the Company), and the opinion of such counsel
         shall be full and complete authorization and protection to the Rights
         Agent as to any action taken or omitted by it in good faith and in
         accordance with such opinion.

                  (b)      Whenever in the performance of its duties under this
         Agreement the Rights Agent shall deem it necessary or desirable that
         any fact or matter be proved or established by the Company prior to
         taking or suffering any action hereunder, such fact or matter (unless
         other evidence in respect thereof be herein specifically prescribed)
         may be deemed to be conclusively proved and established by a
         certificate signed by any one of the Chairman of the Board, the Chief
         Executive Officer, the President, any Vice President, the Treasurer or
         the Secretary of the Company and delivered to the Rights Agent; and
         such certificate shall be full authorization to the Rights Agent for
         any action taken or suffered in good faith by it under the provisions
         of this Agreement in reliance upon such certificate.

                  (c)      The Rights Agent shall be liable hereunder to the
         Company and any other Person only for its own negligence, bad faith or
         willful misconduct.

                  (d)      The Rights Agent shall not be liable for or by reason
         of any of the statements of fact or recitals contained in this
         Agreement or in the Right Certificates (except its countersignature
         thereof) or be required to verify the same, but all such



                                       20
<PAGE>   24

         statements and recitals are and shall be deemed to have been made by
         the Company only.

                  (e)      The Rights Agent shall not be under any
         responsibility in respect of the validity of this Agreement or the
         execution and delivery hereof (except the due execution hereof by the
         Rights Agent) or in respect of the validity or execution of any Right
         Certificate (except its countersignature thereof); nor shall it be
         responsible for any breach by the Company of any covenant or condition
         contained in this Agreement or in any Right Certificate; nor shall it
         be responsible for any change in the exercisability of the Rights
         (including the Rights becoming void pursuant to Section 11(a)(ii)
         hereof) or any adjustment in the terms of the Rights (including the
         manner, method or amount thereof) provided for in Section 3, 11, 13, 23
         or 24, or the ascertaining of the existence of facts that would require
         any such change or adjustment (except with respect to the exercise of
         Rights evidenced by Right Certificates after actual notice that such
         change or adjustment is required); nor shall it by any act hereunder be
         deemed to make any representation or warranty as to the authorization
         or reservation of any Preferred Shares to be issued pursuant to this
         Agreement or any Right Certificate or as to whether any Preferred
         Shares will, when issued, be validly authorized and issued, fully paid
         and nonassessable.

                  (f)      The Company agrees that it will perform, execute,
         acknowledge and deliver or cause to be performed, executed,
         acknowledged and delivered all such further and other acts, instruments
         and assurances as may reasonably be required by the Rights Agent for
         the carrying out or performing by the Rights Agent of the provisions of
         this Agreement.

                  (g)      The Rights Agent is hereby authorized and directed to
         accept instructions with respect to the performance of its duties
         hereunder from any one of the Chairman of the Board, the Chief
         Executive Officer, the President, any Vice President, the Secretary or
         the Treasurer of the Company, and to apply to such officers for advice
         or instructions in connection with its duties, and it shall not be
         liable for any action taken or suffered by it in good faith in
         accordance with instructions of any such officer or for any delay in
         acting while waiting for those instructions. Any application by the
         Rights Agent for written instructions from the Company may, at the
         option of the Rights Agent, set forth in writing any action proposed to
         be taken or omitted by the Rights Agent under this Rights Agreement and
         the date on and/or after which such action shall be taken or such
         omission shall be effective. The Rights Agent shall not be liable for
         any action taken by, or omission of, the Rights Agent in accordance
         with a proposal included in any such application on or after the date
         specified in such application (which date shall not be less than five
         Business Days after the date any such officer of the Company actually
         receives such application, unless any such officer shall have consented
         in writing to an earlier date) unless, prior to taking any such action
         (or the effective date in the case of an omission), the Rights Agent
         shall have received written instructions in response to such
         application specifying the action to be taken or omitted.


                                       21
<PAGE>   25

                  (h)      The Rights Agent and any stockholder, director,
         officer or employee of the Rights Agent may buy, sell or deal in any of
         the Rights or other securities of the Company or become pecuniarily
         interested in any transaction in which the Company may be interested,
         or contract with or lend money to the Company or otherwise act as fully
         and freely as though it were not Rights Agent under this Agreement.
         Nothing herein shall preclude the Rights Agent from acting in any other
         capacity for the Company or for any other legal entity.

                  (i)      The Rights Agent may execute and exercise any of the
         rights or powers hereby vested in it or perform any duty hereunder
         either itself or by or through its attorneys or agents, and the Rights
         Agent shall not be answerable or accountable for any act, default,
         neglect or misconduct of any such attorneys or agents or for any loss
         to the Company resulting from any such act, default, neglect or
         misconduct, provided reasonable care was exercised in the selection and
         continued employment thereof.

                  Section 21. Change of Rights Agent. The Rights Agent or any
successor Rights Agent may resign and be discharged from its duties under this
Agreement upon 30 days' notice in writing mailed to the Company and to each
transfer agent of the Common Shares or Preferred Shares by registered or
certified mail, and to the holders of the Right Certificates by first-class
mail. The Company may remove the Rights Agent or any successor Rights Agent upon
30 days' notice in writing, mailed to the Rights Agent or successor Rights
Agent, as the case may be, and to each transfer agent of the Common Shares or
Preferred Shares by registered or certified mail, and to the holders of the
Right Certificates by first-class mail. If the Rights Agent shall resign or be
removed or shall otherwise become incapable of acting, the Company shall appoint
a successor to the Rights Agent. If the Company shall fail to make such
appointment within a period of 30 days after giving notice of such removal or
after it has been notified in writing of such resignation or incapacity by the
resigning or incapacitated Rights Agent or by the holder of a Right Certificate
(who shall, with such notice, submit his Right Certificate for inspection by the
Company), then the registered holder of any Right Certificate may apply to any
court of competent jurisdiction for the appointment of a new Rights Agent. Any
successor Rights Agent, whether appointed by the Company or by such a court,
shall be a corporation organized and doing business under the laws of the United
States or any state of the United States or the District of Columbia, in good
standing, which is authorized under such laws to exercise corporate trust or
stock transfer powers and is subject to supervision or examination by federal or
state authority and which has at the time of its appointment as Rights Agent a
combined capital and surplus of at least $50 million. After appointment, the
successor Rights Agent shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named as Rights Agent without
further act or deed; but the predecessor Rights Agent shall deliver and transfer
to the successor Rights Agent any property at the time held by it hereunder, and
execute and deliver any further assurance, conveyance, act or deed necessary for
the purpose. Not later than the effective date of any such appointment the
Company shall file notice thereof in writing with the predecessor Rights Agent
and each transfer agent of the Common Shares or Preferred Shares, and mail a
notice thereof in writing to the registered holders of the Right Certificates.
Failure to give any notice provided for in this Section 21, however, or any
defect therein, shall not affect the legality or validity of the



                                       22
<PAGE>   26

resignation or removal of the Rights Agent or the appointment of the successor
Rights Agent, as the case may be.

                  Section 22. Issuance of New Right Certificates.
Notwithstanding any of the provisions of this Agreement or of the Rights to the
contrary, the Company may, at its option, issue new Right Certificates
evidencing Rights in such form as may be approved by its Board of Directors to
reflect any adjustment or change in the Purchase Price and the number or kind or
class of shares or other securities or property purchasable under the Right
Certificates made in accordance with the provisions of this Agreement.

                  Section 23. Redemption.

                  (a)      The Board of Directors of the Company may, at its
         option, at any time prior to the earlier of (i) the close of business
         on the tenth day (as such period may be extended pursuant to the
         provisions of Section 27 hereof) following the Shares Acquisition Date
         (or, if the Shares Acquisition Date shall have occurred prior to the
         Record Date, the close of business on the tenth day (as such period may
         be extended pursuant to the provisions of Section 27 hereof) following
         the Record Date), or (ii) the Final Expiration Date, redeem all but not
         less than all of the then outstanding Rights at a redemption price of
         $.0l per Right, as such amount may be appropriately adjusted to reflect
         any stock split, stock dividend or similar transaction occurring after
         the date hereof (such redemption price being hereinafter referred to as
         the "Redemption Price"), such Redemption Price to be payable in cash,
         shares of Common Stock (based on the "current market price," as defined
         in Section 11 (d) hereof, of the Common Stock at the time of
         redemption) or such other form of consideration as may be deemed
         appropriate by the Board of Directors of the Company; provided,
         however, if the Board of Directors of the Company authorizes redemption
         of the Rights in either of the circumstances set forth in clauses (i)
         and (ii) below, such authorization shall require the concurrence of a
         majority of the entire Board of Directors: (i) such authorization
         occurs on or after the time a Person becomes an Acquiring Person, or
         (ii) such authorization occurs on or after the date of a change
         (resulting from a proxy or consent solicitation) in a majority of the
         directors in office at the commencement of such solicitation if any
         Person who is a participant in such solicitation has stated (or, if
         upon the commencement of such solicitation, a majority of the entire
         Board of Directors of the Company has determined in good faith) that
         such Person (or any of its Affiliates or Associates) intends to take,
         or may consider taking, any action which would result in such Person
         becoming an Acquiring Person or which would cause the occurrence of any
         event described in Section 11(a)(ii) or in Section 13(a), (b) or (c).

                  (b)      Immediately upon the action of the Board of Directors
         of the Company of ordering the redemption of the Rights pursuant to
         paragraph (a) of this Section 23 and without any further action and
         without any notice, the right to exercise the Rights will terminate and
         the only right thereafter of the holders of Rights shall be to receive
         the Redemption Price. The Company shall promptly give public notice of
         redemption; provided, however, that the failure to give, or any defect
         in, any such notice shall not



                                       23
<PAGE>   27

         affect the validity of such redemption. Within 10 days after such
         action of the Board of Directors ordering the redemption of the Rights
         the Company shall mail a notice of redemption to all the holders of the
         then outstanding Rights at their last addresses as they appear upon the
         registry books of the Rights Agent or, prior to the Distribution Date,
         on the registry books of the transfer agent for the Common Shares. Any
         notice which is mailed in the manner herein provided shall be deemed
         given, whether or not the holder receives the notice. Each such notice
         of redemption will state the method by which the payment of the
         Redemption Price will be made. Neither the Company nor any of its
         Affiliates or Associates may redeem, acquire or purchase for value any
         Rights at any time in any manner other than that specifically set forth
         in this Section 23 or in Section 24 hereof, and other than in
         connection with the purchase of Common Shares prior to the Distribution
         Date.

          Section 24. Exchange.

                  (a)      The Board of Directors of the Company may, at its
         option, at any time after any Person becomes an Acquiring Person,
         exchange all or part of the then outstanding and exercisable Rights
         (which shall not include Rights that have become void pursuant to the
         provisions of Section 11 (a)(ii) hereof) for Common Shares at an
         exchange ratio of one Common Share per Right, appropriately adjusted to
         reflect any stock split, stock dividend or similar transaction
         occurring after the date hereof (such exchange ratio being hereinafter
         referred to as the "Exchange Ratio"). Notwithstanding the foregoing,
         the Board of Directors shall not be empowered to effect such exchange
         at any time after any Person (other than the Company, any Subsidiary of
         the Company, any employee benefit plan of the Company or any such
         Subsidiary, or any entity holding Common Shares for or pursuant to the
         terms of any such plan), together with all Affiliates and Associates of
         such Person, becomes the Beneficial Owner of 50% or more of the Common
         Shares then outstanding.

                  (b)      Immediately upon the action of the Board of Directors
         of the Company ordering the exchange of any Rights pursuant to
         paragraph (a) of this Section 24 and without any further action and
         without any notice, the right to exercise such Rights shall terminate
         and the only right thereafter of a holder of such Rights shall be to
         receive that number of Common Shares equal to the number of such Rights
         held by such holder multiplied by the Exchange Ratio. The Company shall
         promptly give public notice of any such exchange; provided, however,
         that the failure to give, or any defect in, such notice shall not
         affect the validity of such exchange. The Company promptly shall mail a
         notice of any such exchange to all of the holders of such Rights at
         their last addresses as they appear upon the registry books of the
         Rights Agent. Any notice which is mailed in the manner herein provided
         shall be deemed given, whether or not the holder receives the notice.
         Each such notice of exchange will state the method by which the
         exchange of the Common Shares for Rights will be effected and, in the
         event of any partial exchange, the number of Rights which will be
         exchanged. Any partial exchange shall be effected pro rata based on the
         number of Rights (other than Rights which have



                                       24
<PAGE>   28

         become void pursuant to the provisions of Section 11(a)(ii) hereof)
         held by each holder of Rights.

                  (c)      In the event that there shall not be sufficient
         Common Shares issued but not outstanding or authorized but unissued to
         permit any exchange of Rights as contemplated in accordance with this
         Section 24, the Company shall take all such action as may be necessary
         to authorize additional Common Shares for issuance upon exchange of the
         Rights. In the event the Company shall, after good faith effort, be
         unable to take all such action as may be necessary to authorize such
         additional Common Shares, the Company shall substitute, for each Common
         Share that would otherwise be issuable upon exchange of a Right, a
         number of Preferred Shares or fraction thereof such that the current
         per share market price of one Preferred Share multiplied by such number
         or fraction is equal to the current per share market price of one
         Common Share as of the date of issuance of such Preferred Shares or
         fraction thereof.

                  (d)      The Company shall not be required to issue fractions
         of Common Shares or to distribute certificates which evidence
         fractional Common Shares. In lieu of such fractional Common Shares, the
         Company shall pay to the registered holders of the Right Certificates
         with regard to which such fractional Common Shares would otherwise be
         issuable an amount in cash equal to the same fraction of the current
         market value of a whole Common Share. For the purposes of this
         paragraph (d), the current market value of a whole Common Share shall
         be the closing price of a Common Share (as determined pursuant to the
         second sentence of Section 11(d)(i) hereof) for the Trading Day
         immediately prior to the date of exchange pursuant to this Section 24.

                  Section 25. Notice of Certain Events.

                  (a)      In case the Company shall propose (i) to pay any
         dividend payable in stock of any class to the holders of its Preferred
         Shares or to make any other distribution to the holders of its
         Preferred Shares (other than a regular quarterly cash dividend), (ii)
         to offer to the holders of its Preferred Shares rights or warrants to
         subscribe for or to purchase any additional Preferred Shares or shares
         of stock of any class or any other securities, rights or options, (iii)
         to effect any reclassification of its Preferred Shares (other than a
         reclassification involving only the subdivision of outstanding
         Preferred Shares), (iv) to effect any consolidation or merger into or
         with, or to effect any sale or other transfer (or to permit one or more
         of its Subsidiaries to effect any sale or other transfer), in one or
         more transactions, of 50% or more of the assets or earning power of the
         Company and its Subsidiaries (taken as a whole) to, any other Person,
         (v) to effect the liquidation, dissolution or winding up of the
         Company, or (vi) to declare or pay any dividend on the Common Shares
         payable in Common Shares or to effect a subdivision, combination or
         consolidation of the Common Shares (by reclassification or otherwise
         than by payment of dividends in Common Shares), then, in each such
         case, the Company shall give to each holder of a Right Certificate, in
         accordance with Section 26 hereof, a notice of such proposed action,
         which shall specify the record date for the purposes of such stock
         dividend, or distribution of rights or warrants, or the



                                       25
<PAGE>   29

         date on which such reclassification, consolidation, merger, sale,
         transfer, liquidation, dissolution, or winding up is to take place and
         the date of participation therein by the holders of the Common Shares
         and/or Preferred Shares, if any such date is to be fixed, and such
         notice shall be so given in the case of any action covered by clause
         (i) or (ii) above at least 10 days prior to the record date for
         determining holders of the Preferred Shares for purposes of such
         action, and in the case of any such other action, at least 10 days
         prior to the date of the taking of such proposed action or the date of
         participation therein by the holders of the Common Shares and/or
         Preferred Shares, whichever shall be the earlier.

                  (b)      In case the event set forth in Section 11(a)(ii)
         hereof shall occur, then the Company shall as soon as practicable
         thereafter give to each holder of a Right Certificate, in accordance
         with Section 26 hereof, a notice of the occurrence of such event, which
         notice shall describe such event and the consequences of such event to
         holders of Rights under Section 11(a)(ii) hereof.

                  Section 26. Notices. Notices or demands authorized by this
Agreement to be given or made by the Rights Agent or by the holder of any Right
Certificate to or on the Company shall be sufficiently given or made if sent by
first-class mail, postage prepaid, addressed (until another address is filed in
writing with the Rights Agent) as follows:

                       Schweitzer-Mauduit International, Inc.
                       100 North Point Center East, Suite 600
                       Alpharetta, Georgia 30022
                       Attention: General Counsel

Subject to the provisions of Section 21 hereof, any notice or demand authorized
by this Agreement to be given or made by the Company or by the holder of any
Right Certificate to or on the Rights Agent shall be sufficiently given or made
if sent by first-class mail, postage prepaid, addressed (until another address
is filed in writing with the Company) as follows:

                       BankBoston, N.A.
                       (formerly known as The First National Bank of Boston)
                       c/o Equiserve L.P.
                       150 Royall Street
                       Canton, MA 02021

Notices or demands authorized by this Agreement to be given or made by the
Company or the Rights Agent to the holder of any Right Certificate shall be
sufficiently given or made if sent by first-class mail, postage prepaid,
addressed to such holder at the address of such holder as shown on the registry
books of the Company.

                  Section 27. Supplements and Amendments. This Agreement may be
supplemented or amended at the times and for the purposes set forth below;
provided, however, that no proposed supplement or amendment to this Agreement
shall be effective


                                       26
<PAGE>   30

unless (i) a majority of the entire Board of Directors, at a meeting of
Directors duly called and held, or the entire Board of Directors acting by
unanimous consent in lieu of a meeting, votes in favor of the adoption of such
proposed supplement or amendment. The Company may from time to time supplement
or amend this Agreement without the approval of any holders of Right
Certificates in order to cure any ambiguity, to correct or supplement any
provision contained herein which may be defective or inconsistent with any other
provisions herein, or to make any other provisions with respect to the Rights
which the Company may deem necessary or desirable, any such supplement or
amendment to be evidenced by a writing signed by the Company and the Rights
Agent; provided, however, that from and after such time as any Person becomes an
Acquiring Person, this Agreement shall not be amended in any manner which would
adversely affect the interests of the holders of Rights. Without limiting the
foregoing, the Company may at any time prior to such time as any Person becomes
an Acquiring Person amend this Agreement to lower the thresholds set forth in
Sections 1(a) and 3(a) hereof from 15% to not less than the greater of (i) the
sum of .001% and the largest percentage of the outstanding Common Shares then
known by the Company to be beneficially owned by any Person (other than the
Company, any Subsidiary of the Company, any employee benefit plan of the Company
or any Subsidiary of the Company, or any entity holding Common Shares for or
pursuant to the terms of any such plan) and (ii) 10%.

                  Section 28. Successors. All the covenants and provisions of
this Agreement by or for the benefit of the Company or the Rights Agent shall
bind and inure to the benefit of their respective successors and assigns
hereunder.

                  Section 29. Benefits of this Agreement. Nothing in this
Agreement shall be construed to give to any person or corporation other than the
Company, the Rights Agent and the registered holders of the Right Certificates
(and, prior to the Distribution Date, the Common Shares) any legal or equitable
right, remedy or claim under this Agreement; but this Agreement shall be for the
sole and exclusive benefit of the Company, the Rights Agent and the registered
holders of the Right Certificates (and, prior to the Distribution Date, the
Common Shares).

                  Section 30. Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.

                  Section 31. Governing Law. This Agreement and each Right
Certificate issued hereunder shall be deemed to be a contract made under the
laws of the State of Delaware and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to contracts to
be made and performed entirely within such State.

                  Section 32. Counterparts. This Agreement may be executed in
any number of counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.


                                       27
<PAGE>   31

                  Section 33. Descriptive Headings. Descriptive headings of the
several Sections of this Agreement are inserted for convenience only and shall
not control or affect the meaning or construction of any of the provisions
hereof.








































                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       28
<PAGE>   32



         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and attested, all as of the day and year first above written.

                                               SCHWEITZER-MAUDUIT
                                               INTERNATIONAL, INC.

Attest:

By:                                            By:
   -----------------------------------            ------------------------------
Title:  General Counsel and Secretary          Title:  Chief Executive Officer

                                               BANKBOSTON, N.A.
                                               (formerly known as The First
                                                National Bank of Boston)

Attest:

By:                                            By:
   -----------------------------------            ------------------------------
Title:                                         Title:
      --------------------------------               ---------------------------


                                       29
<PAGE>   33


                                                                       EXHIBIT A


                    EXCERPT FROM CERTIFICATE OF INCORPORATION

                                       of

                     SCHWEITZER-MAUDUIT INTERNATIONAL, INC.

                                 designating the

                  SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

                               -------------------

Series A Junior Participating Preferred Stock:

                  Designation and Amount. Of the Ten Million (10,000,000) shares
of authorized Preferred Stock, One Million (1,000,000) shall be designated as
"Series A Junior Participating Preferred Stock", with the par value of Ten Cents
($0.10) per share (the "Series A Preferred Stock"). Such number of shares may be
increased or decreased by resolution of the Board of Directors; provided, that
no decrease shall reduce the number of shares of Series A Preferred Stock to a
number less than the number of shares then outstanding plus the number of shares
reserved for issuance upon the exercise of outstanding options, rights or
warrants or upon the conversion of any outstanding securities issued by the
Corporation convertible into Series A Preferred Stock.

         a.       Dividends and Distributions.

                  (1)      Subject to the rights of the holders of any shares of
         any series of Preferred Stock (or any similar stock) ranking prior and
         superior to the Series A Preferred Stock with respect to dividends, the
         holders of shares of Series A Preferred Stock, in preference to the
         holders of Common Stock of the Corporation, and of any other junior
         stock, shall be entitled to receive, when, as and if declared by the
         Board of Directors out of funds legally available for the purpose,
         quarterly dividends payable in cash on the first day of March, June,
         September and December in each year (each such date being referred to
         herein as a "Quarterly Dividend Payment Date"), commencing on the first
         Quarterly Dividend Payment Date after the first issuance of a share or
         fraction of a share of Series A Preferred Stock, in an amount per share
         (rounded to the nearest cent) equal to the greater of (a) $1 or (b)
         subject to the provision for adjustment hereinafter set forth, 100
         times the aggregate per share amount of all cash dividends, and 100
         times the aggregate per share amount (payable in kind) of all non-cash
         dividends or other distributions, other than a dividend payable in
         shares of Common Stock or a subdivision of the outstanding shares of
         Common Stock (by reclassification or otherwise), declared on the Common
         Stock since the immediately preceding Quarterly Dividend Payment Date
         or, with respect to the first Quarterly Dividend


<PAGE>   34

         Payment Date, since the first issuance of any share or fraction of a
         share of Series A Preferred Stock. In the event the Corporation shall
         at any time declare or pay any dividend on the Common Stock payable in
         shares of Common Stock, or effect a subdivision or combination or
         consolidation of the outstanding shares of Common Stock (by
         reclassification or otherwise than by payment of a dividend in shares
         of Common Stock) into a greater or lesser number of shares of Common
         Stock, then in each such case the amount to which holders of shares of
         Series A Preferred Stock were entitled immediately prior to such event
         under clause (b) of the preceding sentence shall be adjusted by
         multiplying such amount by a fraction, the numerator of which is the
         number of shares of Common Stock outstanding immediately after such
         event and the denominator of which is the number of shares of Common
         Stock that were outstanding immediately prior to such event.

                  (2)      The Corporation shall declare a dividend or
         distribution on the Series A Preferred Stock as provided in paragraph
         (1) of this Section immediately after it declares a dividend or
         distribution on the Common Stock (other than a dividend payable in
         shares of Common Stock); provided that, in the event no dividend or
         distribution shall have been declared on the Common Stock during the
         period between any Quarterly Dividend Payment Date and the next
         subsequent Quarterly Dividend Payment Date, a dividend of $1 per share
         on the Series A Preferred Stock shall nevertheless be payable on such
         subsequent Quarterly Dividend Payment Date.

                  (3)      Dividends shall begin to accrue and be cumulative on
         outstanding shares of Series A Preferred Stock from the Quarterly
         Dividend Payment Date next preceding the date of issue of such shares,
         unless the date of issue of such shares is prior to the record date for
         the first Quarterly Dividend Payment Date, in which case dividends on
         such shares shall begin to accrue from the date of issue of such
         shares, or unless the date of issue is a Quarterly Dividend Payment
         Date or is a date after the record date for the determination of
         holders of shares of Series A Preferred Stock entitled to receive a
         quarterly dividend and before such Quarterly Dividend Payment Date, in
         either of which events such dividends shall begin to accrue and be
         cumulative from such Quarterly Dividend Payment Date. Accrued but
         unpaid dividends shall not bear interest. Dividends paid on the shares
         of Series A Preferred Stock in an amount less than the total amount of
         such dividends at the time accrued and payable on such shares shall be
         allocated pro rata on a share-by-share basis among all such shares at
         the time outstanding. The Board of Directors may fix a record date for
         the determination of holders of shares of Series A Preferred Stock
         entitled to receive payment of a dividend or distribution declared
         thereon, which record date shall be not more than 60 days prior to the
         date fixed for the payment thereof.

                  b.       Voting Rights. The holders of shares of Series A
Preferred Stock shall have the following voting rights:

                           (1)      Subject to the provision for adjustment
         hereinafter set forth, each share of Series A Preferred Stock shall
         entitle the holder thereof to 100 votes on all



<PAGE>   35

         matters submitted to a vote of the stockholders of the Corporation. In
         the event the Corporation shall at any time declare or pay any dividend
         on the Common Stock payable in shares of Common Stock, or effect a
         subdivision or combination or consolidation of the outstanding shares
         of Common Stock (by reclassification or otherwise than by payment of a
         dividend in shares of Common Stock) into a greater or lesser number of
         shares of Common Stock, then in each such case the number of votes per
         share to which holders of shares of Series A Preferred Stock were
         entitled immediately prior to such event shall be adjusted by
         multiplying such number by a fraction, the numerator of which is the
         number of shares of Common Stock outstanding immediately after such
         event and the denominator of which is the number of shares of Common
         Stock that were outstanding immediately prior to such event.

             (2)      Except as otherwise provided herein, in any Certificate
         of Designations creating a series of Preferred Stock or any similar
         stock, or by law, the holders of shares of Series A Preferred Stock
         and the holders of shares of Common Stock and any other capital
         stock of the Corporation having general voting rights shall vote
         together as one class on all matters submitted to a vote of
         stockholders of the Corporation.

             (3)      Except as set forth herein, or as otherwise provided
         by law, holders of Series A Preferred Stock shall have no special
         voting rights and their consent shall not be required (except to the
         extent they are entitled to vote with holders of Common Stock as
         set forth herein) for taking any corporate action.

         c.  Certain Restrictions.

             (1)      Whenever quarterly dividends or other
         dividends or distributions payable on the Series A Preferred Stock as
         provided in Section (a)(2) are in arrears, thereafter and until all
         accrued and unpaid dividends and distributions, whether or not
         declared, on shares of Series A Preferred Stock outstanding shall have
         been paid in full, the Corporation shall not:

                      (a)      declare or pay dividends, or make any other
         distributions, on any shares of stock ranking junior (either as to
         dividends or upon liquidation, dissolution or winding up) to the
         Series A Preferred Stock;

                      (b)      declare or pay dividends, or make any other
         distributions, on any shares of stock ranking on a parity (either as
         to dividends or upon liquidation, dissolution or winding up) with the
         Series A Preferred Stock, except dividends paid ratably on the
         Series A Preferred Stock and all such parity stock on which dividends
         are payable or in arrears in proportion to the total amounts to which
         the holders of all such shares are then entitled;

                      (c)      redeem or purchase or otherwise acquire for
         consideration shares of any stock ranking junior (either as to
         dividends or upon liquidation, dissolution or winding up) to the
         Series A Preferred Stock, provided that the Corporation may at any

<PAGE>   36

         time redeem, purchase or otherwise acquire shares of any such junior
         stock in exchange for shares of any stock of the Corporation ranking
         junior (either as to dividends or upon dissolution, liquidation or
         winding up) to the Series A Preferred Stock; or

                           (d)      redeem or purchase or otherwise acquire for
         consideration any shares of Series A Preferred Stock, or any shares of
         stock ranking on a parity with the Series A Preferred Stock, except in
         accordance with a purchase offer made in writing or by publication
         (as determined by the Board of Directors) to all holders of such
         shares upon such terms as the Board of Directors, after consideration
         of the respective annual dividend rates and other relative rights and
         preferences of the respective series and classes, shall determine in
         good faith will result in fair and equitable treatment among the
         respective series or classes.

                  (2)      The Corporation shall not permit any subsidiary of
         the Corporation to purchase or otherwise acquire for consideration
         shares of stock of the Corporation unless the Corporation could, under
         paragraph (1) of this Section (c), purchase or otherwise acquire such
         shares at such time and in such manner.

                  d.       Reacquired Shares. Any shares of Series A Preferred
         Stock purchased or otherwise acquired by the Corporation in any manner
         whatsoever shall be retired and cancelled promptly after the
         acquisition thereof. All such shares shall upon their cancellation
         become authorized but unissued shares of Preferred Stock and may be
         reissued as part of a new series of Preferred Stock subject to the
         conditions and restrictions on issuance set forth herein, in the
         Certificate of Incorporation, or in any Certificate of Designations
         creating a series of Preferred Stock or any similar stock or as
         otherwise required by law.

                  e.       Liquidation, Dissolution or Winding Up. Upon any
         liquidation, dissolution or winding up of the Corporation, no
         distribution shall be made (1) to the holders of shares of stock
         ranking junior (either as to dividends or upon liquidation, dissolution
         or winding up) to the Series A Preferred Stock unless, prior thereto,
         the holders of shares of Series A Preferred Stock shall have received
         $100 per share, plus an amount equal to accrued and unpaid dividends
         and distributions thereon, whether or not declared, to the date of such
         payment, provided that the holders of shares of Series A Preferred
         Stock shall be entitled to receive an aggregate amount per share,
         subject to the provision for adjustment hereinafter set forth, equal to
         100 times the aggregate amount to be distributed per share to holders
         of shares of Common Stock, or (2) to the holders of shares of stock
         ranking on a parity (either as to dividends or upon liquidation,
         dissolution or winding up) with the Series A Preferred Stock, except
         distributions made ratably on the Series A Preferred Stock and all such
         parity stock in proportion to the total amounts to which the holders of
         all such shares are entitled upon such liquidation, dissolution or
         winding up. In the event the Corporation shall at any time declare or
         pay any dividend on the Common Stock payable in shares of Common Stock,
         or effect a subdivision or combination or consolidation of the
         outstanding shares of Common Stock (by reclassification or otherwise
         than by payment of a dividend in


<PAGE>   37

         shares of Common Stock) into a greater or lesser number of shares of
         Common Stock, then in each such case the aggregate amount to which
         holders of shares of Series A Preferred Stock were entitled immediately
         prior to such event under the proviso in clause (1) of the preceding
         sentence shall be adjusted by multiplying such amount by a fraction the
         numerator of which is the number of shares of Common Stock outstanding
         immediately after such event and the denominator of which is the number
         of shares of Common Stock that were outstanding immediately prior to
         such event.

                  f.       Consolidation, Merger, etc. In case the Corporation
         shall enter into any consolidation, merger, combination or other
         transaction in which the shares of Common Stock are exchanged for or
         changed into other stock or securities, cash and/or any other property,
         then in any such case each share of Series A Preferred Stock shall at
         the same time be similarly exchanged or changed into an amount per
         share, subject to the provision for adjustment hereinafter set forth,
         equal to 100 times the aggregate amount of stock, securities, cash
         and/or any other property (payable in kind), as the case may be, into
         which or for which each share of Common Stock is changed or exchanged.
         In the event the Corporation shall at any time declare or pay any
         dividend on the Common Stock payable in shares of Common Stock, or
         effect a subdivision or combination or consolidation of the outstanding
         shares of Common Stock (by reclassification or otherwise than by
         payment of a dividend in shares of Common Stock) into a greater or
         lesser number of shares of Common Stock, then in each such case the
         amount set forth in the preceding sentence with respect to the exchange
         or change of shares of Series A Preferred Stock shall be adjusted by
         multiplying such amount by a fraction, the numerator of which is the
         number of shares of Common Stock outstanding immediately after such
         event and the denominator of which is the number of shares of Common
         Stock that were outstanding immediately prior to such event.

                  g.       No Redemption. The shares of Series A Preferred Stock
         shall not be redeemable.

                  h.       Rank. The Series A Preferred Stock shall rank, with
         respect to the payment of dividends and the distribution of assets,
         junior to all series of any other class of the Corporation's Preferred
         Stock.

                  i.       Amendment. The Certificate of Incorporation of the
         Corporation shall not be amended in any manner which would materially
         alter or change the powers, preferences or special rights of the Series
         A Preferred Stock so as to affect them adversely without the
         affirmative vote of the holders of at least two-thirds of the
         outstanding shares of Series A Preferred Stock, voting together as a
         single class.

<PAGE>   38



                                                                       Exhibit B

                            Form of Right Certificate

Certificate No. R-                               _____ Rights

                  NOT EXERCISABLE AFTER OCTOBER 1, 2005 OR EARLIER IF REDEMPTION
                  OR EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION AT
                  $[.01] PER RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE
                  RIGHTS AGREEMENT.

                                Right Certificate

                     SCHWEITZER-MAUDUIT INTERNATIONAL, INC.

                  This certifies that _______________, or registered assigns, is
the registered owner of the number of Rights set forth above, each of which
entitles the owner thereof, subject to the terms, provisions and conditions of
the Rights Agreement, dated as of ___________________, (the "Rights Agreement"),
between Schweitzer-Mauduit International, Inc., a Delaware corporation (the
"Company"), and [The First National Bank of Boston] (the "Rights Agent"), to
purchase from the Company at any time after the Distribution Date (as such term
is defined in the Rights Agreement) and prior to 5:00 P.M., Boston,
Massachusetts time, on October 1, 2005 at the office of the Rights Agent
designated for such purpose, or at the office of its successor as Rights Agent,
one one-hundredth of a fully paid non-assessable share of Series A Junior
Participating Preferred Stock, par value $0.10 per share (the "Preferred
Shares"), of the Company, at a purchase price of $________ per one one-hundredth
of a Preferred Share (the "Purchase Price"), upon presentation and surrender of
this Right Certificate with the Form of Election to Purchase duly executed. The
number of Rights evidenced by this Right Certificate (and the number of one
one-hundredths of a Preferred Share which may be purchased upon exercise hereof)
set forth above, and the Purchase Price set forth above, are the number and
Purchase Price as of _______________ 199___, based on the Preferred Shares as
constituted at such date. As provided in the Rights Agreement, the Purchase
Price and the number of one one-hundredths of a Preferred Share which may be
purchased upon the exercise of the Rights evidenced by this Right Certificate
are subject to modification and adjustment upon the happening of certain events.

                  This Right Certificate is subject to all of the terms,
provisions and conditions of the Rights Agreement, which terms, provisions and
conditions are hereby incorporated herein by reference and made a part hereof
and to which Rights Agreement reference is hereby made for a full description of
the rights, limitations of rights, obligations, duties and immunities hereunder
of the Rights Agent, the Company and the holders of the Right Certificates.
Copies of the Rights Agreement are on file at the principal executive offices of
the Company and the above-mentioned offices of the Rights Agent.

<PAGE>   39

                  This Right Certificate, with or without other Right
Certificates, upon surrender at the office of the Rights Agent designated for
such purpose, may be exchanged for another Right Certificate or Right
Certificates of like tenor and date evidencing Rights entitling the holder to
purchase a like aggregate number of Preferred Shares as the Rights evidenced by
the Right Certificate or Right Certificates surrendered shall have entitled such
holder to purchase. If this Right Certificate shall be exercised in part, the
holder shall be entitled to receive upon surrender hereof another Right
Certificate or Right Certificates for the number of whole Rights not exercised.

                  Subject to the provisions of the Rights Agreement, the Rights
evidenced by this Certificate (i) may be redeemed by the Company at a redemption
price of $[.01] per Right or (ii) may be exchanged in whole or in part for
Preferred Shares or shares of the Company's Common Stock, par value $0.10 per
share.

                  No fractional Preferred Shares will be issued upon the
exercise of any Right or Rights evidenced hereby (other than fractions which are
integral multiples of one one-hundredth of a Preferred Share, which may, at the
election of the Company, be evidenced by depositary receipts), but in lieu
thereof a cash payment will be made, as provided in the Rights Agreement.

                  No holder of this Right Certificate shall be entitled to vote
or receive dividends or be deemed for any purpose the holder of the Preferred
Shares or of any other securities of the Company which may at any time be
issuable on the exercise hereof, nor shall anything contained in the Rights
Agreement or herein be construed to confer upon the holder hereof, as such, any
of the rights of a stockholder of the Company or any right to vote for the
election of directors or upon any matter submitted to stockholders at any
meeting thereof, or to give or withhold consent to any corporate action, or to
receive notice of meetings or other actions affecting stockholders (except as
provided in the Rights Agreement), or to receive dividends or subscription
rights, or otherwise, until the Right or Rights evidenced by this Right
Certificate shall have been exercised as provided in the Rights Agreement.

                  This Right Certificate shall not be valid or obligatory for
any purpose until it shall have been countersigned by the Rights Agent.

                  WITNESS the facsimile signature of the proper officers of the
Company and its corporate seal. Dated as of ____________________, 19___.

ATTEST:                          SCHWEITZER-MAUDUIT INTERNATIONAL, INC.


                                 By
-------------------                -----------------------------------------

<PAGE>   40


Countersigned:

BANKBOSTON, N.A.
(formerly known as THE FIRST NATIONAL BANK OF BOSTON)

By:


---------------------------------
Authorized Signature




<PAGE>   41


                    Form of Reverse Side of Right Certificate

                               FORM OF ASSIGNMENT

                (To be executed by the registered holder if such
               holder desires to transfer the Right Certificate.)

         FOR VALUE RECEIVED ________________________________ hereby sells,
assigns transfers unto (Please print name and address of Transferee) this Right
Certificate, together with all right, title and interest therein, and does
hereby irrevocably constitute and appoint _____________________ Attorney, to
transfer the within Right Certificate on the books of the within-named Company,
with full power of substitution.

Dated:                  , 19
      ------------------    ---

                                      ------------------------------------------
                                      Signature

Signature Guaranteed:

                  Signatures must be guaranteed by a bank or trust company,
broker, dealer or other eligible institution participating in a recognized
signature guarantee medallion program.

                                ================

                                   CERTIFICATE

                  The undersigned hereby certifies that the Rights evidenced by
this Right Certificate are not beneficially owned by an Acquiring Person or an
Affiliate or Associate thereof (as defined in the Rights Agreement).



                                      ------------------------------------------
                                      Signature

                                ================



<PAGE>   42


             Form of Reverse Side of Right Certificate -- continued

                          FORM OF ELECTION TO PURCHASE

                      (To be executed if holder desires to
              exercise Rights represented by the Right Certificate)

To Schweitzer-Mauduit International, Inc.

                  The undersigned hereby irrevocably elects to exercise
_______________ Rights represented by this Right Certificate to purchase the
Preferred Shares issuable upon the exercise of such Rights and requests that
certificates for such Preferred Shares be issued in the name of:

Please insert social security
or other identifying number
                            ---------------------

-------------------------------------------------
(Please print name and address)

-------------------------------------------------

If such number of Rights shall not be all the Rights evidenced by this Right
Certificate, a new Right Certificate for the balance remaining of such Rights
shall be registered in the name of and delivered to:

Please insert social security
or other identifying number
                            ---------------------


-------------------------------------------------
(Please print name and address)

-------------------------------------------------

Dated:             , 19
       ------------    ---

                                    ------------------------------------------
                                    Signature

Signature Guaranteed:

                  Signatures must be guaranteed by a bank or trust company,
broker, dealer or other eligible institution participating in a recognized
signature guarantee medallion program.

<PAGE>   43


             Form of Reverse Side of Right Certificate -- continued

                                ================

                                   CERTIFICATE

                  The undersigned hereby certifies that the Rights evidenced by
this Right Certificate are not beneficially owned by an Acquiring Person or an
Affiliate or Associate thereof (as defined in the Rights Agreement).


                                    ------------------------------------------
                                    Signature

                                ================

                                     NOTICE

                  The signature in the foregoing Form of Assignment and Election
must conform to the name as written upon the face of this Right Certificate in
every particular, without alteration or enlargement or any change whatsoever.

                  In the event the certification set forth above in the Form of
Assignment or the Form of Election to Purchase, as the case may be, is not
completed, the Company and the Rights Agent will deem the beneficial owner of
the Rights evidenced by this Right Certificate to be an Acquiring Person or an
Affiliate or Associate thereof (as defined in the Rights Agreement) and such
Assignment or Election to Purchase will not be honored.




<PAGE>   44


                                                                       EXHIBIT C

                          SUMMARY OF RIGHTS TO PURCHASE
                                PREFERRED SHARES

                  On October 23, 1995, the Board of Directors of
Schweitzer-Mauduit International, Inc. (the "Company") acting by unanimous
consent in lieu of meeting, declared a dividend of one preferred share purchase
right (a "Right") for each outstanding share of common stock, par value $0.10
per share (the "Common Shares"), of the Company. The dividend is payable on
November 6, 1995, (the "Record Date") to the stockholders of record on that
date. Each Right entitles the registered holder to purchase from the Company one
one-hundredth of a share of Series A Junior Participating Preferred Stock, par
value $0.10 per share (the "Preferred Shares"), of the Company at a price of
$65.00 per one one-hundredth of a Preferred Share (the "Purchase Price"),
subject to adjustment. The description and terms of the Rights are set forth in
a Rights Agreement (the "Rights Agreement") between the Company and Bank Boston
(formerly known as The First National Bank of Boston), as Rights Agent (the
"Rights Agent").

                  Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") have acquired beneficial ownership of 15% or more of the
outstanding Common Shares or (ii) 10 business days (or such later date as may be
determined by action of the entire Board of Directors prior to such time as any
Person becomes an Acquiring Person) following the commencement of, or
announcement of an intention to make, a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by a person or
group of 15% or more of such outstanding Common Shares (the earlier of such
dates being called the "Distribution Date"), the Rights will be evidenced, with
respect to any of the Common Share certificates outstanding as of the Record
Date, by such Common Share certificate with a copy of this Summary of Rights
attached thereto.

                  The Rights Agreement provides that, until the Distribution
Date, the Rights will be transferred with and only with the Common Shares. Until
the Distribution Date (or earlier redemption or expiration of the Rights), new
Common Share certificates issued after the Record Date, upon transfer or new
issuance of Common Shares will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of any certificates for
Common Shares, outstanding as of the Record Date, even without such notation or
a copy of this Summary of Rights being attached thereto, will also constitute
the transfer of the Rights associated with the Common Shares represented by such
certificate. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date and such separate Right Certificates alone will evidence the
Rights.

<PAGE>   45

                  The Rights are not exercisable until the Distribution Date.
The Rights will expire on October 1, 2005 (the "Final Expiration Date"), unless
the Final Expiration Date is extended or unless the Rights are earlier redeemed
by the Company, in each case, as described below.

                  The Purchase Price payable, and the number of Preferred Shares
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of
certain rights or warrants to subscribe for or purchase Preferred Shares at a
price, or securities convertible into Preferred Shares with a conversion price,
less than the then current market price of the Preferred Shares or (iii) upon
the distribution to holders of the Preferred Shares of evidences of indebtedness
or assets (excluding regular periodic cash dividends paid out of earnings or
retained earnings or dividends payable in Preferred Shares) or of subscription
rights or warrants (other than those referred to above).

                  The number of outstanding Rights and the number of one
one-hundredths of a Preferred Share issuable upon exercise of each Right are
also subject to adjustment in the event of a stock split of the Common Shares or
a stock dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.

                  Preferred Shares purchasable upon exercise of the Rights will
not be redeemable. Each Preferred Share will be entitled to a minimum
preferential quarterly dividend payment of $1 per share but will be entitled to
an aggregate dividend of 100 times the dividend declared per Common Share. In
the event of liquidation, the holders of the Preferred Shares will be entitled
to a minimum preferential liquidation payment of $100 per share but will be
entitled to an aggregate payment of 100 times the payment made per Common Share.
Each Preferred Share will have 100 votes, voting together with the Common
Shares. Finally, in the event of any merger, consolidation or other transaction
in which Common Shares are exchanged, each Preferred Share will be entitled to
receive 100 times the amount received per Common Share. These rights are
protected by customary antidilution provisions.

                  Because of the nature of the Preferred Shares' dividend,
liquidation and voting rights, the value of the one one-hundredth interest in a
Preferred Share purchasable upon exercise of each Right should approximate the
value of one Common Share.

                  In the event that the Company is acquired in a merger or other
business combination transaction or 50% or more of its consolidated assets or
earning power are sold, proper provision will be made so that each holder of a
Right will thereafter have the right to receive, upon the exercise thereof at
the then current exercise price of the Right, that number of shares of common
stock of the acquiring company which at the time of such transaction will have a
market value of two times the exercise price of the Right. In the event that (i)
any person becomes an Acquiring Person (unless such person first acquires 15% or
more of the outstanding Common Shares by a purchase pursuant to a tender offer
for all of the Common


<PAGE>   46

Shares for cash, which purchase increases such person's beneficial ownership to
80% or more of the outstanding Common Shares) or (ii) during such time as there
is an Acquiring Person, there shall be a reclassification of securities or a
recapitalization or reorganization of the Company or other transaction or series
of transactions involving the Company which has the effect of increasing by more
than 1% the proportionate share of the outstanding shares of any class of equity
securities of the Company or any of its subsidiaries beneficially owned by the
Acquiring Person, proper provision shall be made so that each holder of a Right,
other than Rights beneficially owned by the Acquiring Person (which will
thereafter be void), will thereafter have the right to receive upon exercise
that number of Common Shares having a market value of two times the exercise
price of the Right.

                  At any time after the acquisition by a person or group of
affiliated or associated persons of beneficial ownership of 15% or more of the
outstanding Common Shares and prior to the acquisition by such person or group
of 50% or more of the outstanding Common Shares, the Board of Directors of the
Company may exchange the Rights (other than Rights owned by such person or group
which have become void), in whole or in part, at an exchange ratio of one Common
Share, or one one-hundredth of a Preferred Share (or of a share of a class or
series of the Company's preferred stock having equivalent rights, preferences
and privileges), per Right (subject to adjustment).

                  With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an adjustment of at least
1% in such Purchase Price. No fractional Preferred Shares will be issued (other
than fractions which are integral multiples of one one-hundredth of a Preferred
Share, which may, at the election of the Company, be evidenced by depositary
receipts) and in lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Shares on the last trading day prior to the date
of exercise.

                  At any time until ten days following the Shares Acquisition
Date (as such period may be extended by the Board of Directors pursuant to the
Rights Agreement), the Board of Directors of the Company may redeem the Rights
in whole, but not in part, at a price of $[.01] per Right provided that in
certain circumstances such redemption will require the concurrence of a majority
of the entire Board of Directors. The redemption of the rights may be made
effective at such time on such basis and with such conditions as the Board of
Directors in its sole discretion may establish.

                  The Rights Agreement may be amended in certain instances so
long as a majority of the entire Board of Directors votes in favor of the
proposed amendment. The terms of the Rights may be amended by the Board of
Directors of the Company without the consent of the holders of the Rights,
including an amendment to lower the threshold for exercisability of the Rights
from 15% to not less than the greater of (i) any percentage greater than the
largest percentage of the outstanding Common Shares then known to the Company to
be beneficially owned by any person or group of affiliated or associated persons
and (ii) 10%, except that from and after such time as any person becomes an
Acquiring Person no such amendment may adversely affect the interests of the
holders of the Rights.

<PAGE>   47

                  Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without limitation,
the right to vote or to receive dividends.

                  A copy of the Rights Agreement has been filed with the
Securities and Exchange Commission as an Exhibit to a Registration Statement on
Form 10 dated September 12, 1995. A copy of the Rights Agreement is available
free of charge from the Company. This summary description of the Rights does not
purport to be complete and is qualified in its entirety by reference to the
Rights Agreement, which is hereby incorporated herein by reference.