SCHWEITZER-MAUDUIT INTERNATIONAL, INC. DEFERRED COMPENSATION PLAN NO. 2 FOR NON-EMPLOYEE DIRECTORS

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 receiv