Exhibit 10.15


 


SCHWEITZER-MAUDUIT
INTERNATIONAL, INC.

DEFERRED COMPENSATION PLAN NO. 2

FOR NON-EMPLOYEE DIRECTORS
 Effective as
of January 1, 2005

Amended and Restated as of January 1,
2005


 


Further Amended and Restated as of December 4, 2008


 


Article I – Purpose and
Participation


 


The purpose of the Schweitzer-Mauduit
International, Inc. Deferred Compensation Plan No. 2 for Non-Employee
Directors (“Plan”) is to enhance the ability of Schweitzer-Mauduit
International, Inc. (“SWM”) to attract and retain as members of its Board
of Directors (“Board”) individuals of outstanding competence.


 


Article II –
Definitions


 


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


 


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


 


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


 


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


 


Section 2.4             Change
of Control.  For the purposes of this
Plan, a Change of Control shall mean the condition that exists if at any time any of the following events shall
have occurred with respect to the Corporation: 
(a) “change in the ownership” of the Corporation; (b) a “change
in the effective control” of the Corporation; or (c) a “change of the
ownership of a substantial portion of


 

















 


the assets” of the Corporation,
all as defined in Treasury Regulations § 1.409A-3(i)(5).  Notwithstanding any other provision herein, a change in the ownership, a
change in the effective control, or a change in the ownership of a substantial
portion of the assets, of the Corporation or another Employer shall not
constitute a “Change in Control,” for purposes of this Plan, unless such
transaction also represents a
change in the ownership, a change in the effective control, or a change in the
ownership of a substantial portion of the assets, of Schweitzer-Mauduit
International, Inc.


 


Notwithstanding
the foregoing, in the event that the regulations of the Secretary of the
Treasury defining a “change in the ownership or effective control of the
corporation, or in the ownership of a substantial portion of the assets of the
corporation” for purposes of Section 409A of the Code are more restrictive
than the foregoing definition, then the definition in the Treasury Regulations
shall be substituted for the foregoing definition of Change of Control.


 


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


 


Section 2.6             Committee.  The Compensation Committee of the Corporation’s
Board of Directors.


 


Section 2.7             Corporation.  Schweitzer-Mauduit International, Inc.


 


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


 


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


 


Section 2.10           Deferral
Period.  The Plan Year, or in the
case of a new Director elected during a Plan Year, the remaining portion of the
Plan Year.  In the case of the first Plan
Year, the Deferral Period commences January 1, 2005 and ends December 31,
2005.


 

















 


Section 2.11           Disability.  A Director shall be considered to have
experienced a “Disability” or to be disabled, for purposes of this Plan, if the
Director (i) is unable to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period
of not less than 12 months, or (ii) is, by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or can be expected to last for a continuous period of not less than 12
months, receiving income replacement benefits for a period of not less than 3
months under an accident and health plan covering employees of the Corporation.


 


Section 2.12           Effective
Date.  January 1, 2005.


 


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


 


Section 2.14           IRS.  The Internal Revenue Service.


 


Section 2.15           Plan.  The Schweitzer-Mauduit International, Inc.
Deferred Compensation Plan No. 2 for Non-Employee Directors.


 


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


 


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


 


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


 


Section 2.19           Separation from Service.  Shall have the meaning assigned to such term
in Code Section 409A, Treasury Regulations Section 1.409 A-1(h), as
amended, and other applicable regulatory guidance of the IRS.


 

















 


Section 2.20           Valuation
Date.  Shall have the meanings, as
applicable, given to such term in Sections 5.1, 5.2, 5.3 and 5.4.


 


Article III
– Eligibility and Participation


 


Section 3.1             Non-employee
members of the Board (“Directors”) may elect to defer receipt of all or any
portion of earned Director’s annual retainer fees paid in SWM common stock
pursuant to the Schweitzer-Mauduit International, Inc. Outside Director
Stock Plan into a stock unit account (the “Stock Unit Account”) and Board and
committee meeting fees, established by resolution of the Board from time to
time and other amounts paid to Directors in cash by the Corporation, into an
Investment Account (the “Investment Account”)(collectively, the retainer fees,
Board and committee meeting fees and other sums are called “Director’s
Compensation” herein).  One-quarter of a
Director’s annual retainer fee shall be deemed earned on the first business day
of each calendar quarter and all Board and committee meeting fees shall be
deemed earned on the last business day of the calendar month in which the
meeting is attended by the Director.


 


Section 3.2             A
Director must submit a Deferral Election Form to SWM’s Vice
President-Administration by December 15  of each year indicating deferrals
elected for the following Plan Year in the form attached hereto.


 


Section 3.3             If
any individual initially becomes a Director during a Plan Year, he or she may
elect to defer Director’s Compensation to be earned during that Plan Year
before attendance at the first Board or committee meeting following election to
the Board (and in all events no later than 30 days after election to the
Board).


 


Article IV
– Deferred Compensation Accounts


 


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


 


Section 4.2             Stock Unit Account.  The Stock Unit Account shall consist of
fictional shares (“Stock Units”) of SWM par value $0.10 common stock (“Common
Stock”) accumulated and accounted for the sole purpose of determining the pay
out in shares of Common Stock or the


 

















 


cash equivalent upon any distribution of benefits
under this portion of a Director’s deferred compensation.


 


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


 


Section 4.2.2          For purposes of determining the number
of whole or fractional shares of Common Stock which shall be credited to the
Stock Unit Account, the hypothetical purchase shall be deemed to be made at
Fair Market Value on the date of the hypothetical purchase.  For purposes of Section 4.2,
effective as of February 22, 2007, Fair Market Value means the
closing price of the Common Stock, as reported on the New York Stock Exchange
composite tape, on the day immediately preceding the distribution date, 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.


 


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


 


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


 


Section 4.3             Investment Account – As of
the end of each calendar month in which a Director would be entitled to payment
of Board or committee meeting fees, SWM shall credit to the Investment Account
the amount of such meeting fees that were deferred by the Director in the
Deferral Election Form submitted for the applicable Plan Year.


 

















 


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


 


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


 


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


 


Section 4.5.1          The right of any individual or entity
to receive one or more payments or distributions of shares of Common Stock
under the Plan shall be an unsecured claim against the general assets of the
Corporation.  Any liability of the
Corporation to any Director, former Director, or Beneficiary with respect to a
right to payment or distribution shall be based solely upon contractual obligations
created by the Plan.  The Corporation,
the Board of Directors, the Committee, the Plan Administrator and any
individual or entity shall not be deemed to be a trustee of any amounts to be
paid or shares of Common Stock to be distributed under the Plan.  Nothing contained in the Plan, and no action
taken pursuant to its provisions, shall create or be construed to create a
trust of any kind, or a fiduciary relationship, between the Corporation and a
Director, former Director, Beneficiary, or any other individual or entity.


 

















 


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


 


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


 


Article V
– Benefits


 


Section 5.1             Disability.  If a Director suffers a Disability while
serving as a Director of the Corporation and before he is entitled to benefits
under this Plan, he shall receive the number of shares of Common Stock and the
cash amount credited to his Deferral Accounts as of the Valuation Date, which
for purposes of this Article 5.1 shall be the date on which the Director
is determined by the Committee to have suffered a Disability.  No further investment gains or losses shall
be credited or debited against the Investment Account as of and after the
Valuation Date.  Dividend equivalent amounts shall continue to be earned on shares of Common Stock in the
Stock Unit Account and credited to that account in whole or fractional shares
of Common Stock in


 

















 


accordance with the Plan terms.  Distribution of benefits from the Deferral
Accounts under this Article shall commence within thirty (30) days after
the date on which the Committee determines the existence of the Director’s
Disability and in accordance with the payment method elected by the Director on
his Deferral Election Form; provided, however, that in all cases the
Director shall not have the right to designate the year of payment.


 


Section 5.2             Pre-Termination Survivor Benefit.  If a Director dies before becoming entitled
to benefits under this Article, the Beneficiary or Beneficiaries designated
pursuant to Section 8.11
shall receive the cash amount and a distribution of the number of shares of
Common Stock credited to the Director’s Deferral Accounts as of the Valuation
Date, which for purposes of this Section 5.2
shall be the date the Director died or the first business day thereafter if
such date falls on a holiday or a weekend. No further investment gains or
losses shall be credited or debited against the Investment Account as of and
after the Valuation Date.  Dividend equivalent amounts shall
continue to be earned on shares
of Common Stock in the Stock Unit Account and credited to that account in whole
or fractional shares of Common Stock in accordance with the Plan terms.
Distribution of any benefits under this Article shall be made within
thirty (30) days after the date of
the Director’s death, or if later, within thirty (30) days after the date on
which the Plan Administrator receives notification of or otherwise confirms the
Director’s death; provided, however, that in all cases the Beneficiary
or Beneficiaries shall not have the right to designate the year of payment.


 


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


 

















 


otherwise confirms the Director’s death; provided,
however, that in all cases the Beneficiary or Beneficiaries shall not have
the right to designate the year of payment.


 


Section 5.4             Change of Control.  If a Change of Control occurs before a
Director becomes entitled to receive benefits by reason of any of the above
Articles or before the Director has received complete payment of his benefits
under this Plan, he shall receive a lump sum payment of the cash amount and a
distribution of the shares of Common Stock credited to his Deferral Accounts as
of the Valuation Date which for purposes of this Section 5.4 shall mean the business day immediately preceding
the date on which the Company receives notice of facts indicating that a Change
of Control occurred.  No further
investment gains or losses shall be credited or debited against the Investment
Account as of and after the Valuation Date. 
Dividend equivalent amounts
shall continue to be earned on
shares of Common Stock in the Stock Unit Account and credited to that account
in whole or fractional shares of Common Stock in accordance with the Plan
terms. Distribution of any benefits under this Article shall commence
within thirty (30) days after the Valuation Date;  provided, however, that in all cases the
Director shall not have the right to designate the year of payment.


 


Article VI
– Benefit Distributions


 


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


 


Section 6.2             At the time of filing a Deferral
Election Form, a Director must indicate an election to receive distribution of:
(1) the entire amount in the Investment Account and a distribution of all
shares of Common Stock in the Stock Unit Account immediately following the end
of the month in which the participant experiences a Separation from Service
with the Corporation, (2) the entire balance in the Investment Account and
the Stock Unit Account in three (3), five (5) or ten (10) annual
installments with the initial distribution made in the following January.  If no distribution election is made by the
Director or no election form is in effect at the time a participant experiences
a Separation from Service,  the balance of
cash and shares of Common Stock in such Director’s Deferral Accounts will be
distributed in installments over five years. 
Annual installments shall be calculated each year by dividing the
remaining Investment


 

















 


Account balance and the number of shares of Common
Stock remaining in the Stock Unit Account as of January 1 of that year by
the remaining number of installments. 
Any Deferral Election may be amended provided that all of the following
requirements are met:


 


(i)                                     the
amendment of the Deferral Election shall not take effect until at least 12
months after the date on which such amendment is made;


 


(ii)                                  in the case of an amendment of a Deferral Election related to a payment not
made on account of the Participant’s death or Disability, the first payment
with respect to which the amendment is made shall in all cases be deferred for
a period of not less then 5 years from the date on which such payment otherwise
would have been made;


 


(iii)                               in the case of an amendment of an election related to a payment that is to
be made at a specified time or pursuant to a fixed schedule, such an amendment
of the election must be made at least 12 months prior to the date of the first
scheduled payment.


 


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


 


Section 6.4             Notwithstanding any other provision herein, if a
distribution becomes payable to a Director or former Director due to his
Separation from Service and the individual is a “specified employee” (as
detailed in Code Section 409A and Treasury Regulations Section 1.409A-1(i)),
then the distribution of the amount due to the Director or the former Director,
or the first annual installment (if the distribution is to be made in
installments) shall be postponed until the first day of the seventh month after
the month in which the Separation from Service occurs.


 


Section 6.5 Special Distribution
Election With respect to the Plan Years 2005 through 2008 only, the Plan
Administrator is authorized to prescribe rules and procedures under which


 

















 


eligible Participants may
amend elections as to the time and form of distribution in accordance with
Internal Revenue Service Notice 2001-1; Section XI of the Preamble to the
Proposed Regulations under Section 409A, 70 Fed. Reg. 57930; Internal
Revenue Service Notice 2006-79; and Internal Revenue Service Notice 2007-86.


 


Article VII
– Establishment of Trust


 


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


 


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


 


Article VIII
– Miscellaneous


 


Section 8.1             Benefits provided under this Plan
are unfunded obligations of the Corporation. 
Nothing contained in this Plan shall require the Corporation to
segregate any monies


 

















 


or other assets from its general funds or assets with
respect to such obligations.  This Plan
is not an “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security
Act of 1974, as amended, and is not intended for the benefit of any common law
employee of the Corporation.


 


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


 


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


 


Section 8.4             The Corporation shall withhold from
amounts paid under this Plan any taxes or other amounts required to be withheld
by any applicable federal, state, local
or foreign income tax law.  The
Corporation shall comply with all governmental reporting requirements
applicable to the Plan or any payment pursuant to the Plan.


 


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


 

















 


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


 


Section 8.7             This Plan shall become effective
with respect to annual retainer and meeting fees earned on and after January 1,
2005 with all elections and designations filed by the Directors prior to January 1,
2005 pursuant to this Plan becoming effective as of such date.


 


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


 


Section 8.9             Binding Effect.  The provisions of this Plan shall
be binding upon the Corporation and its successors and assigns and upon every
Director and his heirs, Beneficiaries, estates and legal representatives. Director
Change of Address.  Each Director
entitled to benefits shall file with the Corporation’s Vice President -
Administration, in writing, notification
of any change of address.  Any
check representing payment and any communication addressed to a Director or a
former Director at this last address filed with the Corporation’s Vice
President - Administration, or if no such address has been filed, then at his
last address as indicated on the Corporation’s records, shall be binding on
such Director for all purposes of the Plan, and neither the Plan Administrator,
the Corporation, any trustee, nor any other payor shall be obliged to search
for or ascertain the location of any such Director.  If the Corporation and the Plan Administrator
are unable to locate a Participant or another person or entity to whom payment
is due under this Plan, in order to make a distribution to such person or
entity, the amount of the Participant’s benefits under the Plan that would
otherwise be considered as nonforfeitable shall be forfeited effective four
years after (i) the last date a payment of said benefit was made, if at
least on such payment was made, or (ii) the first date a payment of said
benefit was directed to be made by the Plan Administrator pursuant to the terms
of the Plan, if no payments have been made. If such person is located after the
date of such forfeiture, the benefits for such Participant or Beneficiary shall
not be reinstated hereunder.


 

















 


Section 8.10           Designation
of Beneficiary. 
Each Director shall designate, by name, on the Deferral Election Form,
the Beneficiary(ies) who shall receive any benefits which might be payable
after such Director’s death.  A
Beneficiary designation may be changed or revoked in writing by the Director
making the designation without such Beneficiary’s consent at any time or from
time to time in the manner as provided by the Plan Administrator, and the Plan
Administrator shall have no duty to notify any individual or entity designated
as a Beneficiary of any change in such designation which might affect such
individual or entity’s present or future rights.  If the designated Beneficiary does not
survive the Director, all amounts that would have been paid to such deceased
Beneficiary shall be paid to the Director or to his estate.


 


Section 8.7.1          No Director shall designate more than
three (3) simultaneous Beneficiaries, and if more than one (1) Beneficiary
is named, Director shall designate the share to be received by each
Beneficiary.  Despite the limitation of
three (3) Beneficiaries, a Director may designate more than three (3) Beneficiaries
provided such beneficiaries are the surviving spouse and children of the
Director.  If a Director designates
alternative, successor, or contingent Beneficiaries, such Director shall specify
the shares, terms and conditions upon which amounts shall be paid or shares of
Common Stock distributed to such multiple, alternative, successor or contingent
beneficiaries.  Any payment made under
this Plan or distribution of shares of Common Stock after the death of a
Participant shall be made only to the Beneficiary or Beneficiaries designated
pursuant to this Section.


 


Section 8.8             Claims.  Any claim for benefits must initially be
submitted in writing to the Corporation’s Vice President - Administration.  If such claim is denied (in whole or in
part), the claimant shall receive notice from the Plan Administrator, in
writing, setting forth the specific reasons for denial, with specific reference
to applicable provisions of this Plan. 
Such notice shall be provided within ninety (90) days after the date on
which the claim for benefits is received by the Corporation’s Vice President -
Administration, unless special circumstances require an extension of time for
processing the claim, in which event notification of the extension shall be
provided to the claimant prior to the expiration of the initial 90-day
period.  The extension notification shall
indicate the special circumstances requiring the extension of time and the date
by which the Plan Administrator expects to render its decision.  Any such extension shall not exceed 90
days.  Any disagreements about such
interpretations and construction may be appealed in writing by the


 

















 


claimant to the Plan Administrator within sixty (60)
days after the date on which the claimant receives the notice with respect to
the claim denial.  The Plan Administrator
shall respond to such appeal within sixty (60) days, with a notice in writing
fully disclosing its decision and its reasons, unless special circumstances require
an extension of time for reviewing the claim, in which event notification of
the extension shall be provided to the claimant prior to the expiration of the
initial sixty (60) day period.  Any such
extension shall be provided to the claimant prior to the commencement of the
extension.  Any such extension shall not
exceed 60 days.  No member of the Board,
or any committee thereof, and no officer, employee or agent of the Corporation
shall be liable to any individual or entity for any action taken hereunder,
except those actions undertaken with lack of good faith.


 


Section 8.8.1          Provided that the Corporation has
established a Rabbi Trust for the Plan pursuant to which the trustee has agreed
to act in a capacity other than as a directed trustee in the event of a Change
in Control, the trustee of the Trust shall perform the duties of the Plan
Administrator under this Section 8.12
following a Change of Control.


 


Section 8.9             Nothing contained in the Plan shall
be construed as a commitment by the Board to nominate any person for election
or re-election to the Board.  Nothing
contained in this Plan shall be construed to create a right in any person to be
elected or to continue to serve as a Director.


 


Section 8.10           The adoption of this Plan shall have
no effect on the existing Schweitzer-Mauduit International, Inc. Outside
Directors Stock Plan.  Nothing contained
in this Plan shall prevent SWM from adopting other or additional compensation
plans or arrangements for its non-employee Directors.


 


Section 8.11           Governing Law.  To the extent not superseded by the laws of
the United States, the laws of the State of Georgia (except for the provisions
of Georgia law relating to conflicts of laws) shall be controlling in all
matters relating to this Plan.


 


Section 8.12           Severability.  In the event any provision of this Plan shall
be held illegal or invalid for any reason, such illegality or invalidity shall
not affect the remaining provisions of the


 

















 


Plan, and the Plan shall be interpreted and enforced
as if such illegal and invalid provisions had never been set forth.


 


Section 8.13           Code Section 409A.  It is the
intention of the Company that this Plan shall meet the requirements of section
409A of the Code and applicable Treasury Regulations that must be met in order
for amounts of Compensation deferred under this Plan to be taxable, for
purposes of federal income taxation, in the year of actual receipt by the
Participant or Beneficiary.  If any
provision of this Plan is susceptible of two interpretations, one of which
results in the compliance of the Plan with section 409A of the Code and the
applicable Treasury Regulations, and one of which does not, then the provision
shall be given the interpretation that results in compliance with section 409A
and the applicable Treasury Regulation.


 


IN WITNESS WHEREOF,
Schweitzer-Mauduit International, Inc. has adopted the foregoing
instrument effective as of December 4, 2008.


 


 


	
   

  	
  SCHWEITZER-MAUDUIT
  INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
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