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                                                                    EXHIBIT 10.6

                     SCHWEITZER-MAUDUIT INTERNATIONAL, INC.
                            EQUITY PARTICIPATION PLAN
                              AMENDED AND RESTATED
                              AS OF APRIL 26, 2001

1.       PURPOSE

         This amended and restated Equity Participation Plan (the "Plan") of
Schweitzer-Mauduit International, Inc. (the "Corporation") is intended to
encourage those employees who materially contribute to the success of the
Corporation or of an Affiliate, to acquire an ownership interest in the
Corporation, thereby increasing their motivation for and interest in the
Corporation's or Affiliate's long-term success.

2.       EFFECTIVE DATE

         The Plan is effective as of the date of its adoption by the Board,
subject to approval by the stockholders of the Corporation at the Corporation's
2001 Annual Meeting of stockholders.

3.       DEFINITIONS

         "Affiliate" means any company in which the Corporation owns 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
Disinterested Persons, the Plan shall be administered by a committee, all of
whom are Disinterested Persons, appointed by the Board and consisting of two or
more directors with full


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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.

         "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.

         "Disinterested Person" 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.

         "Incentive Stock Option" means an Option which is so defined for
purposes of section 422 of the Code or any successor section.

         "Insider" has the meaning set forth in subsection 12(g) of this Plan.

         "Nonqualified Stock Option" means any Option which is not an Incentive
Stock Option.

         "Option" means a right to purchase a specified number of shares of
Common Stock at a fixed option price equal to no less than 100% of the Fair
Market Value of the Common Stock on the date the Option is granted pursuant to
an Option Agreement.

         "Option Agreement" means a written agreement entered into between the
Corporation and a Participant setting forth the terms and conditions applicable
to the Option granted to the Participant.

         "Option Price" has the meaning set forth in subsection 6(b) of this
Plan.

         "Participant" means an officer or employee who the Committee selects to
participate in and receive Options under this Plan (collectively, the
"Participants").

         "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


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eligible to participate under a qualified retirement plan of the Corporation or
its Affiliates 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.

         "SAR" has the meaning set forth in subsection 6(k) of this Plan.

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

         "Total and Permanent Disability" means a condition arising out of
injury or disease which the Committee determines is permanent and prevents a
Participant from engaging in any occupation with his Employer commensurate with
his education, training and experience, excluding (i) any condition incurred in
military service (other than temporary absence on military leave) if the
Participant's service is not resumed at the end of his military service, (ii)
any condition incurred as a result of or incidental to a felonious act
perpetrated by the Participant, and (iii) any condition resulting from excessive
use of drugs or narcotics or from willful self-inflicted injury; provided the
Committee shall make a determination of Total and Permanent Disability for any
Participant hereunder.

4.       ADMINISTRATION

         The Plan and all Options granted pursuant thereto shall be administered
by the Committee. The Committee, in its absolute discretion, shall have the
power to interpret and construe the Plan and any Option Agreements; provided,
however, that no action or determination may be made 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. Any interpretation or construction
of any provisions of this Plan or the Option Agreements 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 Options under the Plan during the prior year, the number
of Options to the individual employees, and the status of prior Options.

         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 Option Agreements.

         The Committee may authorize persons other than its members to carry out
its policies and directives to the limitations and guidelines set by the
Committee, except that: (a) the authority to grant Options, the selection of
employees for participation and decisions concerning the timing, pricing and
amount of an Option shall not be delegated


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by the Committee; (b) the authority to administer Options 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) or any successor section. Any person to whom such authority
is granted shall continue to be eligible to receive Options 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 Affiliate 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. No incentive Stock Option may be granted to an employee of an
Affiliate unless such Affiliate is a corporation which the Corporation owns at
least 50% of the equity interest.

6.       OPTION TERMS

         The Committee shall determine and designate from time to time those
Participants to whom Options are to be granted and the number of shares of
Common Stock to be optioned to each. Such Options may be in the form of
Incentive Stock Options or in the form of Nonqualified Stock Options. After
granting an Option to a Participant, the Committee shall cause to be delivered
to the Participant an Option Agreement evidencing the granting of the Option.
The Option Agreement shall be in such form as the Committee shall from time to
time approve. The terms and conditions of all Options granted under the Plan
need not be the same, but all Options must meet the applicable terms and
conditions specified in subsections 6(a) through 6(h).

         (a) Period of Option. The period of each Option shall be no more than
10 years from the date it is granted.

         (b) Option Price. The Option price shall be determined by the
Committee, but shall not in any instance be less than the Fair Market Value of
the Common Stock at the time that the Option is granted (the "Option Price").

         (c) Vesting. The Option shall not be exercisable until at least one
year has expired after the granting of the Option, during which time the
Participant shall have been in the continuous employ of the Corporation or an
Affiliate. At any time during the period of the Option after the end of the
first year, the Participant may purchase up to 30 percent of the shares covered
by the Option; after the end of the second year, an additional 30 percent; and
after the end of the third year, the remaining 40 percent of the total number of
shares covered by the Option. Notwithstanding the foregoing, in the


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event of a Change of Control the remaining portion of the Option shall become
immediately vested and exercisable in full.

         (d) Exercise upon Termination. If the Participant's employment with the
Corporation or an Affiliate is terminated for any reason other than death,
Retirement or Total and Permanent Disability, the Option shall be exercisable
only for three months following such termination (or the expiration of the
option term, if earlier) and only for the number of shares of Common Stock which
were exercisable on the date of such termination. A termination of employment
with the Corporation or an Affiliate to accept immediate reemployment with the
Corporation or an Affiliate shall not be deemed to be a termination of
employment for purposes of the Plan.

         (e) Exercise after Death, Retirement and Disability. If a Participant
dies or becomes Totally and Permanently Disabled, without having exercised the
Option in full, the remaining portion of such Option may be exercised, without
regard to the limitations in subsection 6(c), within a period not to exceed (i)
three years from the date of any such death or Total and Permanent Disability or
(ii) the remaining period of the Option, whichever is earlier. Upon a
Participant's death, the Option may be exercised by the person or persons to
whom such Participant's rights under the Option shall pass by will or by
applicable law or, if no such person has such rights, by his executor or
administrator. If a Participant Retires without having exercised the Option in
full, the remaining portion of such Option may be exercised, without regard to
the limitations in subsection 6(c), within a period not to exceed (i) five years
or such longer period established by the Committee on the date the Option is
granted) from the date of such event or (ii) the remaining period of the Option,
whichever is earlier.

         (f) Non-transferability. During the Participant's lifetime, Options
shall be exercisable only by such Participant. Options shall not be transferable
other than by will or the laws of descent and distribution upon the
Participant's death. Notwithstanding anything in this subsection 6(f) to the
contrary, at the same time as Nonqualified Stock Options are granted the
Committee may also grant to designated Participants the right to transfer such
Options, to the extent allowed under rule 16b-3 of the Exchange Act, subject to
terms and conditions of the Committee Rules on the date of grant.

         (g) Exercise; Notice Thereof. Options shall be exercised by delivering
to the Corporation, at the office of the Treasurer, written notice of the number
of shares with respect to which Option rights are being exercised and by paying
in full the Option Price of the shares at the time being acquired. Payment may
be made in cash, a check payable to the Corporation or in shares of Common Stock
transferable to the Corporation and having a Fair Market Value on the transfer
date equal to the amount payable to the Corporation. The date of exercise shall
be deemed to be the date the Corporation receives the written notice and payment
for the shares being purchased. A Participant shall have none of the rights of a
stockholder with respect to shares covered by such Option until the Participant
becomes the record holder of such shares; provided, however


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that the Participant shall be deemed to be the record holder of shares as of the
date an Option is exercised with respect to such shares.

         (h) Purchase for Investment. It is contemplated that the Corporation
will register shares sold to Participants pursuant to the Plan under the
Securities Act. In the absence of an effective registration, however, a
Participant exercising an Option hereunder may be required to give a
representation that he/she is acquiring such shares as an investment and not
with a view to distribution thereof.

         (i) Limitations on Incentive Stock Option Grants.

                  (i) An Incentive Stock Option shall be granted only to an
         individual who, at the time the Option is granted, does not own stock
         possessing more than 10 percent of the total combined voting power of
         all classes of stock of the Corporation or Affiliates.

                  (ii) The aggregate Fair Market Value of all shares with
         respect to which Incentive Stock Options are exercisable for the first
         time by a Participant during any calendar year shall not exceed
         $100,000. The aggregate Fair Market Value of such shares shall be
         determined at the time the Option is granted.

         (j) Options for Nonresident Aliens. In the case of any Option awarded
to a Participant who is not a resident of the United States or who is employed
by an Affiliate other than an Affiliate that is incorporated, or whose place of
business is, in a State of the United States, the Committee may (i) waive or
alter the conditions set forth in subsections 6(a) through 6(h) to the extent
that such action is necessary to conform such Option to applicable foreign law,
or (ii) take any action, either before or after the award of such Option, which
it deems advisable to obtain approval of such Option by an appropriate
governmental entity; provided, however, that no action may be taken hereunder if
such action would (1) materially increase any benefits accruing to any
Participants under the Plan, (2) materially increase the number of securities
which may 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 (5) result in
the disallowance of a deduction to the Corporation under section 162(m) of the
code or any successor section.

         (k) Election to Receive Cash Rather than Stock.

                  (i) At the same time as Nonqualified Stock Options are granted
         the Committee may also grant to designated Participants the right to
         convert a specified number of shares of Common Stock covered by such
         Nonqualified Stock Options to cash, subject to terms and conditions of
         this subsection 6(k). For each such Option so converted, the
         Participant shall be entitled to receive cash equal to the difference
         between the Participant's Option Price and the Fair Market Value of the
         Common Stock on the date of conversion. Such a right shall be referred
         to


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         herein as a Stock Appreciation Right ("SAR"). Participants to whom an
         SAR has been granted shall be notified of such grant and of the Options
         to which such SAR pertains. An SAR may be revoked by the Committee, in
         its sole discretion, at any time, provided, however, that no such
         revocation may be taken hereunder if such action would result in the
         disallowance of a deduction to the Corporation under section 162(m) of
         the Code or any successor section.

                  (ii) A person who has been granted an SAR and who is an
         insider for purposes of section 16 of the Exchange Act may exercise
         such SAR during such periods as provided for in the rules promulgated
         under section 16 of the Exchange Act. The SAR shall expire when the
         period of the subject Option expires.

                  (iii) At the time a Participant pursuant to an SAR converts
         one or more shares of Common Stock covered by an Option to cash, such
         Participant must exercise one or more Nonqualified Stock Options, which
         were granted at the same time as the Option subject to such SAR, for an
         equal or greater number of shares of Common Stock. In the event that
         the number of shares and the Option Price per share of all shares of
         Common Stock subject to outstanding Options is adjusted as provided in
         section 9 hereof, the above SARs shall automatically be adjusted in the
         same ratio which reflects the adjustment to the number of shares and
         the Option Price per share of all shares of Common Stock subject to
         outstanding Options.

7.       SHARES SUBJECT TO THE PLAN

         The number of shares of Common Stock available with respect to Options
granted under this Plan shall not exceed Two Million Two Hundred Thirty Five
Thousand (2,235,000) shares in the aggregate, subject to the adjustment
provision set forth in section 9 hereof. The shares of Common Stock subject to
the Plan may consist in whole or in part of authorized but unissued shares or of
treasury shares, as the Board may from time to time determine. Shares subject to
Options which become ineligible for purchase will be available for grant under
the Plan to the extent permitted by section 16 of the Exchange Act (or the rules
and regulations promulgated thereunder) and to the extent determined to be
appropriate by the Committee.

8.       INDIVIDUAL LIMITS

         The maximum number of shares of Common Stock covered by Options which
may be granted to any Participant within any 2 consecutive calendar year period
shall not exceed 400,000, in the aggregate. If an Option which had been granted
to a Participant is canceled, the shares of Common Stock which had been subject
to such canceled Option shall continue to be counted against the maximum number
of shares for which Options may be granted to the Participant. In the event that
the number of Options which may be granted is adjusted as provided in section 9
hereof, the above limits shall automatically be adjusted in the same ratio.


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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 with 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 structure, appropriate adjustments and changes shall be
made by the Committee, to the extent necessary to preserve the benefit to the
Participants contemplated hereby, to reflect such changes in (a) the aggregate
number of shares subject to the Plan, (b) the maximum number of shares for which
Options may be granted to any Participant, (c) the number of shares and Option
Price per share of all shares of Common Stock subject to outstanding options,
and (d) such other provisions of the Plan as may be necessary and equitable to
carry out the foregoing purposes; 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.

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 employees.

11.      TERM OF THE PLAN

         The Plan shall remain in effect until the tenth anniversary of the date
of its original adoption by the Board on October 23, 1995, unless the Plan is
terminated prior thereto by the Committee. No Option may be granted after the
termination date of the Plan, but Options theretofore granted shall continue in
force beyond that date pursuant to their terms.

12.      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


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         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.

                  (c) Inalienability of Benefits and Interest. Except as
         provided in subsection 6(e), 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) Use of Proceeds. The proceeds received by the Corporation
         from the sale of Common Stock pursuant to the exercise of Options shall
         be used for general corporate purposes.

                  (g) 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 exercise of an Option or may elect to have any portion
         of the federal, state or local income tax withholding required with
         respect to an exercise of a Nonqualified Stock Option satisfied by
         tendering to the Corporation shares of Common Stock, which, in the
         absence of such an election, would have been issued to such Participant
         in connection with such exercise. In the event that the value of the
         shares of Common Stock tendered to satisfy the withholding tax required
         with respect to an exercise exceeds the amount of such tax, the excess
         of such market value over the amount of such tax 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 12(g) shall be the Fair Market
         Value of the Common Stock on the date on which such shares are


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         tendered to the Corporation. An election pursuant to this subsection
         12(g) shall be made in writing and signed by the Participant. An
         election pursuant to this subsection 12(g) is irrevocable. A
         Participant who exercises an Option 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 exercise pursuant to this subsection 12(g) by
         withholding shares under the Option 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.

                  (h) Amendments. The Committee may at any time amend, suspend,
         or discontinue the Plan or alter or amend any or all Options and Option
         Agreements 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 to the Corporation under section 162(m) of
         the Code or any successor section (including the rules and regulations
         promulgated thereunder); provided, however, that if any of the
         foregoing requires the approval by stockholders of any such amendment,
         suspension or discontinuance, then the Committee may take such action
         subject to the approval of the stockholders. Except as provided in
         subsection 6(i) no such amendment, suspension, or termination of the
         Plan shall, without the consent of the Participant, adversely alter or
         change any of the rights or obligations under any Options or other
         rights previously granted the Participant under the Plan.


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