Exhibit 10.12.8


AMENDMENT NO. 5


to the


AMENDED AND RESTATED
ADDENDUM to


FINE PAPERS SUPPLY
AGREEMENT


between


PHILIP MORRIS USA INC.


and


SCHWEITZER-MAUDUIT
INTERNATIONAL, INC.


 


This Amendment No. 5, effective December 31, 2004, is by and between
Philip Morris USA Inc. (formerly Philip Morris Incorporated), a Virginia
corporation doing business as Philip Morris U.S.A. (“Buyer”), and
Schweitzer-Mauduit International, Inc., a Delaware corporation (“Seller”).


 


RECITALS


 


                Whereas, Buyer and
Seller have previously entered into the Second Amended and Restated Agreement
for Fine Paper Supply, effective July 1, 2000, which has been amended by
Amendment No. 1, effective May 23, 2002, Amendment No. 2, effective January 1,
2003, Amendment No. 3, effective August 11, 2003, Amendment No. 4, effective
January 1, 2004 and Amendment No. 5, effective December 15, 2004 (as amended,
the “Agreement”);


 


                Whereas, Buyer and
Seller have also previously entered into the Amended and Restated Addendum to
Fine Papers Supply Agreement, effective July 1, 2000, amended by Amendment No.
1, effective August 4, 2000, Amendment No. 2, effective January 25, 2001,
Amendment No. 3, effective September 26, 2001, and Amendment No. 4, effective
September 12, 2002 (as amended, the “Addendum”).


 


                Whereas, Buyer and
Seller now wish to further amend the Addendum as provided herein.


 


Now therefore, in consideration of the promises
exchanged herein and other good and valuable consideration, the receipt and
sufficiency of which the parties acknowledge, Buyer and
Seller agree as follows:


1.             Definitions. 
Except as expressly provided herein, all capitalized terms used herein
shall have the meanings assigned to them in the Addendum.


2.             Section 3.5.2.2 of the Addendum, ***,
is hereby deleted in its entirety.


3.             Section 3.5.2.5 of the Addendum, ***, is hereby deleted
in its entirety.


4.             Section 3.5.2.9 of the Addendum, ***, is hereby deleted in its entirety.


5.             Section 3.5.2.17 of the Addendum, ***,
is hereby deleted in its entirety.


 


***  Confidential material appearing in this document has
been omitted and filed separately with the Securities and Exchange Commission
in accordance with Rule 24 b-2, promulgated under the Securities and Exchange
Act of 1934, as amended.  Omitted
information has been replaced with asterisks.


 


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6.             Section 3.5.3.1 of the Addendum, ***, is hereby deleted in its entirety and replaced with the
following revised Section 3.5.3.1:


 


3.5.3.1          ***


7.             For all Banded Cigarette Papers delivered between *** and the effective date of this Amendment No. 5, Seller
shall recalculate the Prices for all such Banded Cigarette Papers using the *** set forth in Section 3.5.3.1.1 above.  No later than 30 days following the effective
date of this Amendment No. 5, Seller shall provide Buyer with a computation of
the aggregate difference, if any, between the original Prices actually paid by
Buyer for such Banded Cigarette Papers, and the recalculated Prices.  If the aggregate of the Prices actually paid
by Buyer is less than the recalculated Prices, Buyer shall remit the difference
to Seller within 30 days of receipt of Seller’s computation.  If the aggregate of the Prices actually paid
by Buyer is greater than the recalculated Invoice Prices, Seller shall rebate
the difference to Buyer within 30 days of the date of Seller’s computation.


8.             Section 3.5.3.7 of the Addendum, ***,
is hereby deleted in its entirety.


9.             Section 3.5.10 of the Addendum, ***,
shall be deleted in its entirety.


10.           Section
3.6.2 of the Addendum shall be deleted in its entirety and replaced with the
following:


 


3.6.2  ***


11.           Section
4.3.3 of the Addendum shall be deleted in its entirety, and replaced with the
following:


 


4.3.3.  ***


 


12.           The Parties
acknowledge that Seller has installed and is using new slitting machines (the
“Optima Slitters”) in its slitting and finished materials handling departments
at the Mill.  Seller is currently
undergoing an optimization of the Mill which includes the potential, eventual
elimination of its older slitting machines (the “Dusenbery Slitters”).  ***


 


13.           Other
Provisions Unchanged.  All other
provisions of the Addendum shall remain unchanged.


 


14.           Separate
Counterparts.  This Amendment No. 5
may be signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures were upon the same
instrument.


 


15.           Entire
Agreement.  The Addendum and this
Amendment No. 5 constitute the entire agreement between the parties regarding
the subject matter contained herein.


 


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                IN
WITNESS WHEREOF, the parties have caused their duly authorized representatives
to sign this Amendment No. 5, intending that the parties should be bound
thereby.


 


	
  PHILIP MORRIS USA INC.

  	
   

  	
  SCHWEITZER-MAUDUIT

  INTERNATIONAL, INC.

  
	
  By:

  	
  /s/ CRAIG E. STARIHA

  	
   

  	
  By:

  	
  /s/ PETER J. THOMPSON

  
	
   

  	
   

  	
   

  
	
  Name:     Craig E. Stariha

  	
   

  	
  Name:   Peter
  J. Thompson

  
	
  Title:       Director,
  Purchasing

  	
   

  	
  Title:     President
  — U.S. Operations

  
					



 


 


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