TAKEN HEREUNDER, EXCEPT
THOSE ACTIONS UNDERTAKEN WITH LACK OF GOOD FAITH.
PROVIDED THAT THE CORPORATION
HAS ESTABLISHED A 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 OF
CONTROL, THE TRUSTEE OF THE TRUST SHALL PERFORM THE DUTIES OF THE PLAN
ADMINISTRATOR UNDER THIS SECTION 13.7 FOLLOWING A CHANGE OF CONTROL.
13.8
ACTION BY BOARD OF DIRECTORS.
ANY ACTION REQUIRED TO BE TAKEN BY
THE BOARD OF DIRECTORS OF THE CORPORATION PURSUANT TO THE PLAN PROVISIONS MAY BE
PERFORMED BY THE COMPENSATION COMMITTEE OF THE BOARD.
13.9
GOVERNING LAW.
TO THE EXTENT NOT SUPERSEDED BY THE LAWS OF THE
UNITED STATES, THE LAWS OF THE STATE OF GEORGIA SHALL BE CONTROLLING IN ALL
MATTERS RELATING TO THIS PLAN.
13.10
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.
IN WITNESS WHEREOF, Schweitzer-Mauduit International, Inc. has adopted the
foregoing instrument effective as of January 1, 2005.
SCHWEITZER-MAUDUIT INTERNATIONAL, INC.
By:
/s/ William R. Foust
Title:
Vice President - Administration
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