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                                                                   EXHIBIT 10.9

                     SCHWEITZER-MAUDUIT INTERNATIONAL, INC.
                             RESTRICTED STOCK PLAN
                        EFFECTIVE AS OF DECEMBER 2, 1999

1.       PURPOSE

         This Restricted Stock Plan ("Plan") of Schweitzer-Mauduit
International, Inc. (the "Corporation") is intended to (i) promote the
long-term financial success of the Corporation by attracting to and retaining
for the Corporation and its Affiliates outstanding executive personnel and (ii)
to motivate such personnel by means of Restricted Stock grants to contribute to
the Corporation's financial success.

2.       EFFECTIVE DATE

         The Plan shall be effective as of the date of its adoption by the
Board.

3.       DEFINITIONS

         "Affiliate" means any company in which the Corporation owns, directly
or indirectly, 20% or more of the equity interest (collectively, the
"Affiliates").

         "Board" means the Board of Directors of the Corporation.

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

         "Code" means the Internal Revenue Code of 1986, as amended, and the
regulations thereunder, as amended from time to time.

         "Committee" means the Compensation Committee of the Board, provided
that if the requisite number of members of the Compensation Committee are not
Non-Employee Directors, the Plan shall be administered by a committee, all of
whom are Non-Employee Directors, appointed by the Board and consisting of two
or more directors with full authority to act in the matter. The term
"Committee" shall mean the Compensation Committee or the committee appointed by
the Board, as the case may be.


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         "Common Stock" means the common stock, par value $0.10 per share, of
the Corporation and shall include both treasury shares and authorized but
unissued shares and shall also include any security of the Corporation issued
in substitution, in exchange for, or in lieu of the Common Stock.

         "Covered Employee" means a Participant who is, or is determined by the
Committee to be likely to become a "covered employee" within the meaning of
Section 162(m) of the Code (or any successor provision).

         "Date of Grant" means the date specified by the Committee on which a
grant of Restricted Shares shall become effective (which date shall not be
earlier than the date on which the Committee takes action with respect
thereto).

         "Non-Employee Director" means a person who is so defined for purposes
of rule 16b-3 under the Exchange Act, or any successor provision, and who is
also defined as an "outside director" for purposes of section 162(m) of the
Code or any successor section.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder, as amended from time to time.

         "Fair Market Value" means the mean between the high and low sales
prices of the Common Stock, on the relevant date as reported on the composite
list used by the Wall Street Journal for reporting stock prices, or if no such
trading in the Common Stock shall have taken place on that day, on the last
preceding day on which there was such trading in the Common Stock.

         "Insider" has the meaning set forth in subsection 14(f) of this Plan.

         "Immediate Family" has the meaning set forth in Rule 16(a)-1(e) of the
Exchange Act and any successor provision to the same effect.

         "Management Objectives" means the measurable performance objective or
objectives established pursuant to this Plan that may, in the Committee's
discretion, apply to grants of Restricted Shares pursuant to this Plan.
Management Objectives may be described in terms of Corporation-wide objectives
or objectives that are related to the performance of the individual
Participant, or of an Affiliate, division, operating unit, department, region,
function, or other organizational unit within the Corporation or an Affiliate
in which the Participant is employed. The Management Objectives may be made
relative to the performance of other corporations or business units of other
corporations provided they are Affiliates of the Corporation. The Management
Objectives applicable at the discretion of the Committee to any award to a
Covered Employee shall be based on specified and pre-established levels of or
growth in one or more of the following criteria:

           1. the price of Common Stock;
           2. market share;


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           3. sales;
           4. return on equity, assets, capital or sales;
           5. economic profit;
           6. total shareholder return;
           7. costs;
           8. margins;
           9. earning or earnings per share;
          10. cash flow;
          11. customer satisfaction;
          12. pre-tax profit;
          13  earnings before interest and taxes;
          14. earnings before interest, taxes, depreciation and amortization;
          15. debt/capital ratio;
          16. revenues from new product development;
          17. percentage of revenues derived from designated lines of business;
              and
          18. any combination of the foregoing.

If the Committee determines that a change in the business, operations,
corporate structure or capital structure of the Corporation or an Affiliate, or
the manner in which it conducts its business, or other events or circumstances
render the Management Objectives unsuitable, the Committee may in its
discretion modify such Management Objectives or the related pre-established
level of achievement, in whole or in part, as the Committee deems appropriate
and equitable, except in the case of a Covered Employee where such action would
result in the loss of an exemption of the award under Section 162(m) of the
Code that would otherwise have been available. In such case, the Committee
shall not make any modification of the Management Objectives or the
pre-established level of achievement.

         "Participant" means a person who is selected by the Committee to
receive benefits under this Plan and who is at the time an officer or other key
employee of the Corporation or any one or more of its Affiliates, or who has
agreed to commence serving in any of such capacities (collectively, the
"Participants").

         "Restricted Shares" means shares of Common Stock granted pursuant to
Section 6 of this Plan as to which neither the Substantial Risk of Forfeiture
nor the prohibition on Transferability referred to in Section 6 has expired.

         "Retirement" and "Retire" means the termination of employment on or
after the date the Participant is entitled to receive immediate payments under
a qualified retirement plan of the Corporation or an Affiliate; provided,
however, if the Participant is not eligible to participate under a qualified
retirement plan of the Corporation or an Affiliate then such Participant shall
be deemed to have retired if his termination of employment is on or after the
date such Participant has attained age 55.

         "Securities Act" means the Securities Act of 1933, as amended.


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         "Substantial Risk of Forfeiture" shall have the meaning given to such
term in Section 83 (c)(1) of the Code and Treasury Regulation 1.83-3 (c) or any
successor section.

         "Substantially Vested" shall have the meaning given to such term in
Treasury Regulation 1.83-3(b) or any successor section.

         "Transfer" or "Transferability" shall have the meaning given to such
terms in Treasury Regulation 1.83-3(d) or any successor section.

         "Total and Permanent Disability" means Totally and Permanently
Disabled as defined in the Schweitzer-Mauduit International, Inc. Retirement
Plan, provided the Committee shall make a determination of Total and Permanent
Disability for any Participant hereunder.

4.  ADMINISTRATION

         The Committee shall administer the Plan and all agreements governing
the grant of Restricted Shares. The Committee, in its absolute discretion,
shall have the power to interpret and construe the Plan and any agreements
pursuant to which any Restricted Shares are granted. Should the Plan become
qualified under section 162(m) of the Code, the Committee shall thereafter take
no action and shall not make any determination in a manner that would result in
the disallowance of a deduction to the Corporation under section 162(m) of the
Code or any successor section that was intended to apply at the Date of Grant
and that would otherwise have been available for such grant. Any interpretation
or construction of any provisions of this Plan or the terms of any agreements
that grant Restricted Shares to a Participant by the Committee shall be final
and conclusive upon all persons. No member of the Board or the Committee shall
be liable for any action or determination made in good faith.

         Within 60 days following the close of each calendar year that the Plan
is in operation, the Committee shall make a report to the Board specifying the
employees who received Restricted Shares under the Plan during the prior year,
the number and type of Restricted Shares granted to the individual employees
and the status of all prior Restricted Shares granted to such employees.

         The Committee shall have the power to promulgate rules and other
guidelines in connection with the performance of its obligations, powers and
duties under the Plan, including its duty to administer and construe the Plan
and the agreements pursuant to which Restricted Shares are granted under the
Plan.

         The Committee may authorize persons other than its members to carry
out its policies and directives, subject to the limitations and guidelines set
by the Committee, except that: (a) the authority to grant Restricted Shares,
the selection of employees for


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participation and decisions concerning the timing, duration of restrictions on
Transferability, pricing, determination of Management Objectives and amount of
an award or grant of Restricted Shares shall not be delegated by the Committee;
(b) the authority to administer agreements granting Restricted Shares with
respect to persons who are subject to section 16 of the Exchange Act shall not
be delegated by the Committee; (c) any delegation shall satisfy all applicable
requirements of Rule 16b-3 of the Exchange Act, or any successor provision; and
(d) no such delegation shall result in the disallowance of a deduction to the
Corporation under section 162(m) of the Code or any successor section that
would otherwise have been available to such grant of Restricted Shares. Any
person to whom such authority is granted shall continue to be eligible to
receive Restricted Shares under the Plan.

5.  ELIGIBILITY

         The Committee shall from time to time select the Plan Participants
from those employees whom the Committee determines either to be in a position
to contribute materially to the success of the Corporation or its Affiliates or
to have in the past so contributed. Only employees (including officers and
directors who are employees) of the Corporation and its Affiliates are eligible
to participate in the Plan.

6.  RESTRICTED SHARES

         The Committee shall determine and designate from time to time those
Participants to whom Restricted Shares are to be granted and the number of such
shares to be granted to each Participant. For each grant, the Committee shall
cause to be delivered to the Participant a Restricted Share Agreement which
shall specify each restriction on Transferability and any Management Objectives
and other risks of forfeiture that shall apply to the shares so granted. The
Restricted Share Agreement may be in such form as the Committee may authorize
from time to time for the grant of Restricted Shares to Participants. Each such
grant shall be subject to all of the requirements contained in the following
provisions:

         (a) The grant shall constitute an immediate transfer of the ownership
         of shares of Common Stock to the Participant in consideration of the
         performance of services, as such term is defined in Treasury
         Regulation 1.83-3(f) or any successor section, entitling such
         Participant to voting, dividend and other ownership rights, but
         subject to Substantial Risk of Forfeiture and restrictions on
         Transferability, which shall be noted in an appropriate legend on any
         stock certificates evidencing Restricted Shares, hereinafter referred
         to.

         (b) The grant may be made in consideration of a payment by such
         Participant that is less than the Fair Market Value per share on the
         Date of Grant.


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         (c) Each grant shall provide that the Restricted Shares shall become
         fully vested and all risk of forfeiture shall lapse in the event of a
         Change of Control or upon the Total and Permanent Disability of the
         Participant and, at the discretion of the Committee, upon the
         occurrence of such other circumstances designated at the Date of Grant
         by the Committee; provided, that the period in which the Restricted
         Shares become Substantially Vested complies with the requirements of
         Rule 16 of the Exchange Act.

         (d) The grant shall provide that during the period a Substantial Risk
         of Forfeiture is to continue, Transferability of the Restricted Shares
         shall be prohibited or restricted in the manner and to the extent
         prescribed by the Committee at the Date of Grant (which restrictions
         may include, without limitation, rights of repurchase or first refusal
         in the Company or provisions subjecting the Restricted Shares to a
         continuing Substantial Risk of Forfeiture in the hands of any
         transferee).

         (e) Any grant of Restricted Shares may, but need not, specify
         Management Objectives that, if achieved, will result in termination or
         early termination of the restrictions on Transferability or the risk
         of forfeiture applicable to such shares, Each grant may specify in
         respect of such Management Objectives a minimum acceptable level of
         achievement and may set forth a formula for determining the number of
         Restricted Shares on which restrictions will terminate if performance
         is at or above the minimum level, but falls short of full achievement
         of the specified Management Objectives.

         (f) Any such grant of Restricted Shares may, but need not, require
         that any or all dividends or other distributions paid thereon during
         the period of such restrictions be automatically deferred and
         reinvested in additional Restricted Shares, which may be subject to
         the same restrictions as the underlying award.

         (g) Each grant of Restricted Shares shall be evidenced by an agreement
         executed on behalf of the Corporation by an officer and delivered to
         and accepted by the Participant and shall contain such terms and
         provisions, consistent with this Plan, as the Committee may approve.

         (h) All certificates representing Restricted Shares shall bear a
         legend noting Transferability of the shares is subject to the terms of
         this Plan and the Restricted Stock Agreement. Upon satisfaction of all
         restrictions on Transferability and the lapse of any risk of
         forfeiture of the Restricted Shares, the Participant shall surrender
         the Restricted Share certificate to the Company for cancellation and
         the Company shall issue a new stock certificate, without a restrictive
         legend, for the same number of shares of Common Stock represented by
         the surrendered Restricted Shares certificate.


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7.   SHARES SUBJECT TO THE PLAN

         (a) Subject to adjustment as provided in Section 9 hereof, the number
of shares of Common Stock that: (i) may be issued or transferred as Restricted
Shares and released from Substantial Risk of Forfeiture or (ii) in payment of
dividend equivalents paid with respect to Restricted Shares granted under the
Plan shall not exceed in the aggregate the shares of treasury stock held by the
Corporation on the Date of Grant, less the number of shares of treasury stock
subject to any outstanding awards of Restricted Shares which have not
Substantially Vested.

         (b) The use of any shares of Common Stock other than treasury shares
to award grants of Restricted Shares under this Plan shall require the prior
consent of the Board and the approval of the Corporation's shareholders as well
as compliance with the requirements of state and federal securities laws and
the rules of any exchange on which the Corporation's Common Stock is
registered.

8.   INDIVIDUAL AND SHARE LIMITS

         (a) No Participant shall be granted Restricted Shares, in the
aggregate, for more than fifty percent (50%) of the shares of Common Stock
authorized to be issued as Restricted Shares under this Plan.

         (b) The number of shares of Common Stock issued as Restricted Shares
to all Participants during the term of this Plan shall not, in the aggregate,
exceed Two Hundred Thousand (200,000) shares of Common Stock.

         (c) If Restricted Shares which had been granted to a Participant are
canceled, as such term is applied in section 162(m) of the Code, the shares of
Common Stock which had been subject to such canceled Restricted Shares shall
continue to be counted against the maximum number of shares of Common Stock
that can be issued under this Plan and the maximum number of Restricted Shares
that may be granted to such Participant pursuant to Section 8 (a) herein. In
the event that the number of Restricted Shares that may be granted is adjusted
as provided in section 9 hereof, the above limits shall automatically be
adjusted in the same ratio.

9.   CHANGES IN CAPITALIZATION

         In the event there are any changes in the Common Stock or the
capitalization of the Corporation through a corporate transaction, such as any
merger, any acquisition through the issuance of capital stock of the
Corporation, any consolidation, any separation of the Corporation (including a
spin-off or other distribution of stock by the Corporation), any reorganization
of the Corporation (whether or not such reorganization comes within the
definition of such term in section 368 of the Code), or any partial or complete
liquidation by the Corporation, recapitalization, stock dividend, stock split
or other change in the corporate capital structure, appropriate adjustments and
changes in the


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number of Restricted Shares previously granted to each Participant shall be
made by the Committee, to the extent necessary, to preserve the benefit to the
Participants contemplated by the Plan and any such previous grant of Restricted
Shares and a comparable adjustment shall be made to the limitations contained
in sections 8(a) and (b) of the Plan; provided, however, that no such
adjustment or change may be made to the extent that such adjustment or change
will result in the disallowance of a deduction to the Corporation under section
162(m) of the Code, or any successor section, that would otherwise have been
available for a previous grant of Restricted Shares.

10.      EFFECT ON OTHER PLANS

         All benefits under the Plan shall constitute special compensation and
shall not affect the level of benefits provided to or received by any
Participant (or the Participant's estate or beneficiaries) as part of any
employee benefit plan of the Corporation or an Affiliate. The Plan shall not be
construed to affect in any way a Participant's rights and obligations under any
other plan maintained by the Corporation or an Affiliate on behalf of others
including such Participants.

11.      TERM OF THE PLAN

         The Plan shall remain in effect until the tenth anniversary of the
date of its adoption by the Board, unless the Plan is terminated prior thereto
by the Committee. No Restricted Shares may be granted after the termination
date of the Plan, but Restricted Shares theretofore granted shall continue in
force beyond that date pursuant to their terms.

12.      NONRESIDENT ALIENS

         In order to facilitate the making of any grant under this Plan, the
Committee may provide for such special terms for awards to Participants who are
foreign nationals, or who are employed by the Corporation or any Affiliate
outside of the United States of America, as the Committee may consider
necessary or appropriate to accommodate differences in local law, tax policy or
custom. Moreover, the Committee may approve such supplements to or amendments,
restatements or alternative versions of this Plan as it may consider necessary
or appropriate for such purposes, without thereby affecting the terms of this
Plan as in effect for any other purposes, and the Secretary or other
appropriate officer of the Corporation may certify any such document as having
been approved and adopted in the same manner as this Plan. No such special
terms, supplements, amendments or restatements, however, shall include any
provisions that are inconsistent with the terms of this Plan then in effect
unless this Plan could be amended to eliminate such inconsistency without
approval by the stockholders of the Corporation; provided further, that no
action may be taken under this section 12 if such action would (1) materially
increase any benefits accruing to any Participant under the Plan, (2)
materially increase the number of securities which would be issued under the
Plan, (3) modify the requirements for eligibility to participate in the Plan,
(4) result in a failure to comply with applicable provisions of the Securities
Act, the Exchange Act or the Code or


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(5) result in the disallowance of a deduction that would otherwise have been
available to the Corporation under section 162(m) of the Code, or any successor
section.

13.      TRANSFERABILITY

         (a) Except as otherwise determined by the Committee, no Restricted
Shares that have not yet Substantially Vested in the Participant and no right
to receive dividends thereon shall be transferable by a Participant other than
by will or the laws of descent and distribution.

         (b) The Committee, in its discretion, may specify at the Date of Grant
that part or all of the shares of Common Stock that are not subject to a
Substantial Risk of Forfeiture and restrictions on Transferability referred to
in Section 6 of this Plan, shall be subject to further restrictions on
transfer.

         (c) Notwithstanding the provisions of Section 13(a), but subject to
the prior approval of the Committee, Restricted Shares shall be transferable by
a Participant, without payment of consideration therefore by the transferee, to
any one or more members of the Participant's Immediate Family (or to one or
more trusts established solely for the benefit of one or more members of the
Participant's Immediate Family or to one or more partnerships in which the only
partners are members of the Participant's Immediate Family); provided, however,
that (i) no such transfer shall be effective unless reasonable prior notice
thereof is delivered to the Corporation and such transfer is thereafter
effected in accordance with any terms and conditions that shall have been made
applicable thereto by the Corporation or the Committee and (ii) any such
transferee shall be subject to the same terms and conditions thereunder as the
Participant.

14.      GENERAL PROVISIONS

         (a) No Right of Continued Employment. Neither the establishment of the
Plan nor the payment of any benefits hereunder nor any action of the
Corporation, its Affiliates, the Board of Directors of the Corporation or its
Affiliates, or the Committee shall be held or construed to confer upon any
person any legal right to be continued in the employ of the Corporation or its
Affiliates, and the Corporation and its Affiliates expressly reserve the right
to discharge any Participant without liability to the Corporation, its
Affiliates, the Board of Directors of the Corporation or its Affiliates, or the
Committee, except as to any rights which may be expressly conferred upon a
Participant under the Plan.

         (b) Binding Effect. Any decision made or action taken by the
Corporation, the Board or by the Committee arising out of or in connection with
the construction, administration, interpretation and effect of the Plan shall
be conclusive and binding upon all persons.


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         (c) Inalienability of Benefits and Interest. Except as provided in
subsections 6(d) and 13(c), no benefit payable or interest in the Plan shall be
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance or charge, and any such attempted action shall be void and
no such benefit or interest shall be in any manner liable for or subject to
debts, contracts, liabilities, engagements, or torts of any Participant or
beneficiary.

         (d) Georgia Law to Govern. All questions pertaining to the
construction, interpretation, regulation, validity and effect of the provisions
of the Plan shall be determined in accordance with the laws of the State of
Georgia.

         (e) Purchase of Common Stock. The Corporation and its Affiliates may
purchase from time to time shares of Common Stock in such amounts as they may
determine for purposes of the Plan. The Corporation and its Affiliates shall
have no obligation to retain, and shall have the unlimited right to sell or
otherwise deal with for their own account, any shares of Common Stock purchased
pursuant to this paragraph.

         (f) Withholding. The Committee shall require the withholding of all
taxes as required by law. A Participant shall pay in cash any amount required
to be withheld under federal, state or local law with respect to the
Substantial Vesting of Restricted Shares or the Participant may elect with
respect to payment of any portion of the federal, state or local income tax
withholding required with respect to the Substantial Vesting of Restricted
Shares be satisfied by tendering to the Corporation Restricted Shares, which,
in the absence of such an election, would have been unrestricted as to such
Participant in connection with such Substantial Vesting. In the event that the
Fair Market Value of such shares tendered to satisfy the withholding tax
exceeds the sum of the consideration due from the Participant and the amount of
such tax, the excess amount shall be returned to the Participant, to the extent
possible, in whole shares of Common Stock, and the remainder in cash. The value
of a share of Common Stock tendered pursuant to this subsection 14(f) shall be
the Fair Market Value of the Common Stock, adjusted to reflect any non-lapse
conditions, on the date on which such shares are tendered to the Corporation.
An election pursuant to this subsection 14(f) shall be made in writing and
signed by the Participant. An election pursuant to this subsection 14(f) is
irrevocable. A Participant who Substantially Vests in Restricted Shares and who
is required to report to the Securities and Exchange Commission under section
16(a) of the Exchange Act (an "Insider") may satisfy the income tax withholding
due in respect of such substantial vesting event pursuant to this subsection
14(f) by tendering shares only if the Insider also satisfies an exemption under
section 16(a) of the Exchange Act (or the rules or regulations promulgated
thereunder) for such withholding.

         (g) Code Section 83(b) Election. A Participant may elect to include in
his gross income for the taxable year in which Restricted Shares are granted
the excess of the Fair Market Value of the Restricted Shares on the Date of
Grant over the amount paid by the Participant for such shares by giving the
Corporation written notice of such election within thirty (30) days of the Date
of Grant in a manner that meets all Code requirements.


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         (h) Amendments. The Committee may at any time amend, suspend, or
discontinue the Plan or alter or amend any or all Restricted Shares and any
agreements pursuant to which Restricted Shares are granted under the Plan to
the extent (1) permitted by law, (2) permitted by the rules of any stock
exchange on which the Common Stock or any other security of the Corporation is
listed, (3) permitted under applicable provisions of the Securities Act and the
Exchange Act (including rule 16b-3); and (4) that such action would not result
in the disallowance of a deduction that would have otherwise have been
available to the Corporation under section 162(m) of the Code or any successor
section (including the rules and regulations promulgated thereunder) on such
grants; provided, however, that if any of the foregoing requires the approval
by stockholders of the Corporation of any such amendment, suspension or
discontinuance, then the Committee may take such action subject to the approval
of such stockholders. No such amendment, suspension, or termination of the Plan
shall, without the consent of the Participant, adversely alter or change any of
the Restricted Shares or the terms of any agreement pursuant to which
Restricted Shares were previously granted to the Participant under the Plan.


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