~~The Certificate of Incorporation of the Corporation provides that the number of directors constituting the entire Board of~~ Directors ~~shall~~may be ~~as authorized from time to time exclusively~~nominated by the affirmative vote of a majority of the entire Board of Directors. The By-Laws of the Corporation provide that the number of directors of the Corporation shall not be less than six (6) nor more than nine (9) and further provide that the Board of Directors or by stockholders in accordance with the By-Laws of the Corporation. The Nominating & Governance Committee will identify potential candidates and review all proposed nominees for the Board of Directors, including those proposed by stockholders, in accordance with its mandate contained in its charter. The Nominating & Governance Committee's review includes an assessment of the person's judgment, experience, independence, understanding of the Corporation's business or other related industries, commitment and availability to prepare for and attend Board and Board Standing Committee meetings and such other factors as the Nominating & Governance Committee determines are relevant in light of the needs of the Board of Directors and the Corporation. The Nominating & Governance Committee will select qualified candidates and review its recommendations with the Board of Directors, which will decide whether to invite the candidate to be a nominee for election to the Board of Directors.

The Nominating & Governance Committee Charter authorizes the Nominating & Governance Committee to retain such outside experts, as it deems necessary and appropriate to assist it in the execution of its duties. To date, the Nominating & Governance Committee has not retained any third party to assist it in identifying potential nominees to serve on the Board of Directors.

Any stockholder of record entitled to vote generally in the election of directors may submit a candidate for consideration by the Nominating & Governance Committee by notifying the Secretary and General Counsel in writing at the address noted on the face page of this Proxy Statement. The written notice of a stockholder's intent to make such nomination or nominations meeting the requirements described below, has to be given, either by personal delivery or by United States mail, postage prepaid, to the Secretary and General Counsel of the Corporation, and received by the Corporation, not less than 50 days nor more than 75 days prior to the meeting; provided, however, that in the event that less than 60 days' notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be so received not later than the close of business on the 10th day following the day on which such notice of the date of meeting was mailed or such public disclosure was made, whichever first occurs.

The stockholder's notice to the Secretary and General Counsel shall state the following:

The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as a director of the Corporation.

The Board of Directors presently has 8 members, 5 of whom are independent. The Board of Directors is divided into ~~three (3)~~3 classes ~~of directors, who~~that are elected ~~for~~on a staggered ~~terms. Directors of one~~basis with 1 class ~~are~~ elected each year for a term of three (3) years. As of the date of this Proxy Statement, the Board of Directors consists of nine (9) members, three (3) of whom have terms which expire at the 2003 Annual Meeting (Class II Directors), three (3) of whom have terms which expire at the 2004 Annual Meeting (Class III Directors), and three (3) of whom have terms which expire at the 2005 Annual Meeting (Class I Directors). Eight (8)3-year term. All of the current directors have served on the ~~Corporation’s~~Corporation's Board of Directors since November 30, 1995. ~~Alan R. Batkin, a Class I Director, has served on the Corporation’s Board of Directors since May 1, 1999.~~

The current Class IIIII Directors, Mr. ~~K.C. Caldabaugh,~~Wayne H. Deitrich, Mr. ~~Jean-Pierre Le Hétet~~Leonard J. Kujawa and Mr. ~~Richard D. Jackson,~~Larry B. Stillman, are incumbents nominated for re-election at the ~~2003~~2004 Annual Meeting to serve for a term to expire at the ~~2006~~2007 Annual Meeting of Stockholders, and until their successors are elected and have qualified. Mr. Deitrich is a member of management. The Board of Directors has determined that Messrs. Kujawa and Stillman are independent and that Mr. Kujawa qualifies as a financial expert, as discussed further in the section of the Proxy Statement captioned "Board and Committee Governance" found at page 11. Should any nominee become unable to serve, proxies may be voted for another person designated by ~~management.~~the Board of Directors. The nominees have advised the Corporation that they will serve if elected. The remaining ~~six (6)~~5 directors will continue to serve as directors for the terms set forth on ~~the following pages.~~page 4.

The names of the directors continuing in office and nominees, their ages as of the date of the Annual Meeting, their principal occupations during the past ~~five (5)~~5 years, other directorships currently held by each as of the date hereof and certain other biographical information are as set forth on the following pages by class, in the order of the next class to stand for election.

The Board of Directors unanimously recommends a vote FOR the election of the

PROPOSAL TWO

APPROVAL OF THE SCHWEITZER-MAUDUIT INTERNATIONAL, INC.
ANNUAL INCENTIVE PLAN

The Annual Incentive Plan provides a cash award opportunity to its participants based on the accomplishment of performance objectives that are related to the business unit in which the participant is most directly involved and to individual performance objectives over an annual performance cycle. The purpose of the Annual Incentive Plan is to further unite the interests of the stockholders of the Corporation and its key executives through:

The full text of the Annual Incentive Plan has been filed electronically with the SEC.

The Annual Incentive Plan is administered by the Compensation Committee of the Board of Directors ("Compensation Committee"), which is composed of 3 independent directors in accordance with New York Stock Exchange Corporate Governance standards and listing rules. The members of the Compensation Committee also qualify under the "outside director" requirement for purposes of Section 162(m) of the Internal Revenue Code ("Code"). The Compensation Committee determines which officers, including the Chief Executive Officer ("CEO"), shall participate in the plan, establishes the business unit and CEO individual performance objectives at the beginning of each performance cycle and evaluates the progress toward accomplishment of the established performance objectives at the end of the performance cycle. The CEO may designate non-officer employees as participants in the plan and establish officer and non-officer individual performance objectives. The full Board of Directors establishes the performance objectives for the corporate unit.

For each objective (corporate, unit and individual), performance levels are established which, whenever possible, shall consist of successively higher standards or ranges. These performance levels are defined as Threshold, Target, Outstanding and Maximum. Performance below the Threshold level will not result in the payment of an award. A percentage weighting is assigned to each objective area for a total percentage weighting of 100%. Certain conditions called Control Measures may also be established which are either personal to an individual, or general as to a group of individuals. Failure to achieve a Control Measure may deprive the person to whom it applies of his or her right to receive part or all of an award notwithstanding the level of performance attained on any or all other applicable objectives. Performance achieved against objectives is determined upon completion of the audited results of the Corporation and its subsidiaries by the person or group that was authorized to set the objectives which means the Board of Directors or the Compensation Committee, except in the case of non-CEO individual performance objectives.

Unit objectives have typically included such measures as growth in profitability for individual business units and growth in earnings per share for the corporate objective unit, although other objective measures may be used. Individual objectives may include specific target areas on which the participant should focus during the year.

The amount of the objective award for each objective or objective area shall be determined by multiplying (a) times (b) times (c) times (d). Target incentive cash opportunities under the Annual Incentive Plan for executive officers, including the CEO, can range from 30% to 75% of a participant's base salary with a maximum payout of up to 192.5% of the participant's target incentive award percentage. Awards earned are paid in cash in a lump sum provided the participant is still actively employed at the time of payment excepting only death, retirement or permanent or total disability.

The Compensation Committee or the Board of Directors may, in their discretion, adjust performance measurements, objectives or objective areas during the year, as may the CEO for non-CEO individual performance. However, this is typically not done except in extraordinary events that have a material impact on an objective, the occurrence of which could not reasonably have been foreseen or anticipated in the exercise of reasonable and good management.

The Board of Directors has the power to amend the plan at any time, order the temporary suspension of its application or terminate it in its entirety; provided, however, that no such action shall adversely affect the rights or interests of participants theretofore vested.

Stockholder approval of the material terms of the Annual Incentive Plan is required in order for the Corporation to comply with the performance-based compensation exception set forth in Code Section 162(m) and the regulations thereunder, so that, to the extent possible, compensation paid under the Annual Incentive Plan will be fully deductible by the Corporation.

The Board of Directors unanimously recommends a vote FOR approval of the material terms of the Corporation's Annual Incentive Plan.

PROPOSAL THREE

APPROVAL OF THE SCHWEITZER-MAUDUIT INTERNATIONAL, INC.
LONG-TERM INCENTIVE PLAN

The Board of Directors has adopted a Long-Term Incentive Plan to better enable the Corporation to attract and retain key executives by providing a competitive and diversified total compensation package and to focus executives' attention on the long-term performance of the Corporation. The Long-Term Incentive Plan is administered by the Compensation Committee, which selects participants, establishes award objectives and determines achievement of objectives at the end of the award cycle. The Long-Term Incentive Plan generally sets awards and related objectives for a 3-year cycle although the cycle may be for a shorter or longer period. Participation in the Long-Term Incentive Plan is expected to be limited to approximately 12 individuals occupying executive management positions who can significantly and directly affect the Corporation's long-term performance; however, the Compensation Committee, in its discretion, may approve any employee of the Corporation as a Long-Term Incentive Plan participant.

The full text of the Long-Term Incentive Plan has been filed electronically with the SEC.

The following points summarize the material terms of the Long-Term Incentive Plan:

The Long-Term Incentive Plan's award opportunities are based on a competitive market analysis of long-term incentive opportunities for executive management positions in other, comparable companies. Under the Long-Term Incentive Plan, a target cash award is established for each participant. The target cash award, taken together with a participant's stock option and restricted stock grants, is structured to provide the participant with a total long-term incentive award commensurate with the participant's responsibilities and contributions to long-term corporate performance.

In determining the Corporation's performance goals that must be attained to earn an award for the performance cycles established under the Long-Term Incentive Plan, the Compensation Committee may use pre-established levels of growth in any 1 or a combination of the following criteria:

A participant in the Long-Term Incentive Plan can earn cash awards that range from 0% up to 200% of the performance award opportunity allocated by the Compensation Committee. The Compensation Committee may, in its discretion, adjust the award opportunity ranges above 200% through the use of special conditions established when the performance objectives are determined for a performance cycle.

Awards may be earned incrementally throughout the performance cycle, but are not paid until the completion of the performance cycle. Cash award payments will be made to participants following the end of a performance cycle. If a participant's employment is terminated during a performance cycle, that participant is not entitled to any cash payment under the Long-Term Incentive Plan for that cycle. Termination of employment due to retirement, death or total and permanent disability will result in a pro rata award payment for the portion of the performance cycle during which the participant was employed. Termination of employment within 2 years after a Change of Control of the Corporation (as defined in the Long-Term Incentive Plan) or an involuntary termination or constructive discharge within 2 years of a Potential Change of Control of the Corporation (as defined in the Long-Term Incentive Plan) will result in the payment of a pro rata award based on "target" performance. The Long-Term Incentive Plan is presently in the first year of a 2-year cycle ending in December 2005. There were 3 previous Long-Term Incentive Plan performance cycles where a cash award was possible: 1996-1998, 1997-1999 and 2001-2003 cycles. In the first 2 cycles, threshold performance was not achieved and no cash payment was made. The 2001-2003 cycle is the first time a cash award was earned and will be paid under the Long-Term Incentive Plan. Those payouts are reflected in the Executive Compensation Table on page 22.

The Board of Directors may, at any time, amend the Long-Term Incentive Plan, order the temporary suspension of its application, or terminate it in its entirety; provided, however, that no such action shall adversely affect the rights or interests of participants theretofore earned.

Stockholder approval of the material terms of the Long-Term Incentive Plan is required in order for the Corporation to comply with the performance-based compensation exception set forth in Code Section 162(m) and the regulations thereunder, so that, to the extent possible, compensation paid under the Long-Term Incentive Plan will be fully deductible by the Corporation.

The Board of Directors unanimously recommends a vote FOR approval of the material terms of the Corporation's Long-Term Incentive Plan

The following table sets forth information as of December 31, ~~2002~~2003 and for the succeeding ~~sixty (60)~~60 calendar days regarding the number of shares of the ~~Corporation’s~~Corporation's Common Stock beneficially owned by all directors and nominees, the ~~Corporation’s Chief Executive Officer~~Corporation's CEO and each of the ~~Corporation’s~~Corporation's next ~~four (4)~~4 highest paid executive officers (collectively, the ~~Chief Executive Officer~~CEO and the next ~~four (4)~~4 highest paid executive officers are called the ~~“Named~~"Named Executive ~~Officers”~~Officers" herein), and by all directors and executive officers as a group. Unless otherwise indicated in a footnote, each person listed below possesses sole voting and investment power with respect to the shares indicated as beneficially owned by that person.


~~(1)~~	Percent of Class is calculated as a percentage of the shares of Common Stock outstanding as of March 1, 2003, plus unexercised options vested as of March 1, 2003, for a total of 14,922,357 shares deemed outstanding. Individuals with an asterisk own less than one percent (1%) of the shares outstanding.
~~(2)~~	As of March 15, 2000, each of these directors elected to defer one hundred percent (100%) of their quarterly retainer pursuant to the Deferred Compensation Plan for Outside Directors. In addition to the stock they beneficially own, their individual deferred compensation plan accounts have been credited with the equivalent of 3,428 stock units, including accumulated dividends, that are convertible into the Corporation’s Common Stock at its fair market value or cash upon the director’s retirement or earlier death or disability. This total includes the equivalent of 224 stock units received by the director pursuant to the Outside Directors Stock Plan on January 2, 2003.
~~(3)~~	~~Includes 224 shares of stock received by the director pursuant to the Outside Directors Stock Plan on January 2, 2003.~~
~~(4)~~	Includes: 100 shares held by a Charitable Remainder Unitrust, of which Mr. Deitrich is the Trustee; 382,891 shares which Mr. Deitrich has the right to acquire upon the exercise of vested stock options as of December 31, 2002; options to purchase 42,773 shares vesting in January 2003 and 15,000 shares of restricted stock granted on January 1, 2000 that include the power to vote such shares.
~~(5)~~	~~Includes 1,600 shares held by Mr. Jackson’s wife, Elaine M. Jackson.~~
~~(6)~~	~~Includes 168,735 shares which Mr. Le Hétet has the right to acquire upon the exercise of vested stock options as of December 31, 2002 and options to purchase 21,760 shares vesting in January 2003.~~
~~(7)~~	Includes: 2,200 shares which Mr. Roberts acquired on February 10, 2003 upon the exercise of vested options; 86,040 shares which Mr. Roberts has the right to acquire upon the exercise of vested stock options as of December 31, 2002; options to purchase 13,110 shares vesting in January 2003; restricted stock grants consisting of 7,500 shares granted on January 1, 2000, 5,000 shares granted on January 1, 2001 and 2,500 shares granted on January 1, 2002 that include the power to vote the restricted shares; 200 shares held by a custodial account with Mr. Roberts’s wife, Jane H. Roberts, as trustee; 200 shares held by Jane H. Roberts individually; and 4,332 shares in which Mr. Roberts has shared voting and investment power with his wife.
~~(8)~~	Includes: 2,000 shares which Mr. Rumely acquired on February 13, 2003 pursuant to the exercise of vested options; 18,630 shares which Mr. Rumely has the right to acquire upon the exercise of vested stock options as of December 31, 2002; options to purchase 9,485 shares vesting in January 2003; restricted stock grants consisting of 5,000 shares granted on January 1, 2001 and 2,500 shares granted on January 1, 2002 that include the power to vote the restricted shares.
~~(9)~~	Includes: 41,405 shares which Mr. Thompson has the right to acquire upon the exercise of vested stock options as of December 31, 2002; options to purchase 11,700 shares vesting in January 2003; restricted stock grants consisting of 7,500 shares granted on January 1, 2000, 5,000 shares granted on January 1, 2001 and 2,500 shares granted on January 1, 2002 that include the power to vote the restricted shares.


~~(10)~~	Includes as to executive officers other than the Named Executive Officers 61,470 shares which may be acquired upon the exercise of vested stock options as of December 31, 2002; options to purchase 13,875 shares vesting in January 2003 and 2,500 restricted shares granted on January 1, 2003 that include the power to vote the restricted shares.

The following table sets forth certain information as of December 31, ~~2002~~2003 regarding the number of shares of Common Stock of the Corporation beneficially owned by each person who is known to the Corporation to own, directly or indirectly, more than ~~five percent (5%)~~5% of the outstanding shares of the ~~Corporation’s~~Corporation's Common Stock, and reflects the information presented in each such ~~person’s~~person's Schedule 13G (and amendments, if any, thereto) as filed with the ~~Securities and Exchange Commission (“SEC”)~~SEC and provided to the Corporation. Unless otherwise indicated in a footnote, each person listed below possesses sole voting and investment power with respect to the shares indicated as beneficially owned by that person.


~~(1)~~	Based on a Schedule 13G/A filed on February 12, 2003 Gardner Russo & Gardner reported that it beneficially owns an aggregate of 1,334,031 shares with shared power to vote or to direct the vote and 1,334,031 shares with shared power to dispose or to direct the disposition of all such shares. Thomas Russo, a principal in Gardner Russo & Gardner and using the same reporting address, reported that of the 1,268,731 shares he beneficially owns, he holds sole power to vote or to direct the vote and sole power to dispose or to direct the disposition of 300,500 shares and shared power to vote or to direct the vote and shared power to dispose or to direct the disposition of 968,231 shares. Collectively, Thomas Russo and Gardner Russo & Gardner beneficially own 1,334,031 shares.
~~(2)~~	Based on a 13G/A filed on February 12, 2003, Wellington Management Company (“WMC”) reported that, in its capacity as investment adviser, it may be deemed to beneficially own in the aggregate 1,236,800 shares of the Issuer which are held of record by clients of WMC. Of those shares, WMC has shared power to vote or to direct the vote of 834,900 shares and has shared power to dispose or to direct the disposition of 1,236,800 shares.
~~(3)~~	Based on a Schedule 13G filed on February 12, 2003 Barclays Private Bank and Trust Limited (Sussie) reported that it has beneficial ownership of 973,706 shares. Of those 973,706 shares, Barclays Global Investors N.A., has the sole power to vote or to direct the vote of 750,473 shares and the sole power to dispose or to direct the disposition of 750,473 shares. Barclays Global Fund Advisors has the sole power to vote or to direct the vote of 223,233 shares and the sole power to dispose or to direct the disposition of 223,233 shares.
~~(4)~~	Based on a Schedule 13G/A filed February 12, 2003, AXA Financial, Inc.; four French mutual insurance companies, AXA Assurances I.A.R.D. Mutuelle, AXA Assurances Vie Mutuelle, AXA Conseil Vie Assurance Mututelle and AXA Courtage Assurance Mutuelle (collectively, the “Mutuelles AXA”), as a group; AXA; and their respective subsidiaries owned a majority of shares of Common Stock which are held by unaffiliated third-party client accounts managed by Alliance Capital Management L.P., a majority-owned subsidiary of AXA Financial, Inc. AXA Rosenberg Investment Management LLC, a subsidiary of AXA, has the sole power to vote or to direct the vote of 51,000 shares and the shared power to dispose or to direct the disposition of 56,100 shares. Alliance Capital Management L.P., has the sole power to vote or to direct the vote of 645,643 shares, the shared power to vote or to direct the vote of 9,800 shares and the sole power to dispose or to direct the disposition of 760,343 shares.
~~(5)~~	Based on a Schedule 13G/A filed on February 7, 2003 Dimensional Fund Advisors Inc. (“Dimensional”) reported that as “an investment advisor registered under Section 203 of the Investment Advisors Act of 1940, it furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager to certain other commingled group trusts and separate accounts. These investment companies, trusts and accounts are the “Funds.” In its role as investment advisor or investment manager, Dimensional possess voting and/or investment power over the securities of the Issuer described in the Schedule 13G that are owned by the Funds. All securities reported in the Schedule 13G are owned by the Funds. Dimensional disclaims beneficial ownership of such securities.”

The Board of Directors ~~currently consists~~met 5 times in 2003. Each director attended 100% of ~~nine (9) members, eight (8)~~the total number of ~~whom have served on~~meetings of the Board ~~of Directors since November 30, 1995, with the ninth director commencing his service on~~and the Board committees of ~~Directors on May 1, 1999. From January 1, 2002 through December 31, 2002, the Board of Directors met on five (5) occasions and acted~~which he or she was a member in 2003.

~~The standing committees~~Members of the Board of Directors ~~include~~at the Annual Meeting of Stockholders

The Corporation encourages members of the Board of Directors to attend each Annual Meeting of Stockholders and 7 of the 8 current directors, including all 6 of the non-management directors, attended the Annual Meeting of Stockholders held on April 24, 2003.

On February 27, 2003, K.C. Caldabaugh was elected as the lead non-management director to preside at meetings of the non-management directors. The non-management directors met independently from management 5 times in 2003.

The Audit Committee, the Compensation Committee and the Nominating & Governance Committee ~~formerly~~are the ~~Nominating Committee.~~

~~The Audit Committee is currently composed~~3 Standing Committees of Leonard J. Kujawa, Chairman, Claire L. Arnold, Alan R. Batkin and K.C. Caldabaugh, all of whom are independent directors. The Audit Committee met on three (3) occasions in 2002. The Audit Committee recommends to the Board of ~~Directors appointment~~Directors. Each Standing Committee is composed entirely of independent directors.

Copies of the ~~outside auditors to audit~~Corporation's Corporate Governance Guidelines and the ~~books, records and accounts~~charters for each of the ~~Corporation, retains~~Standing Committees can be found on the Corporation's website at http://www.schweitzer-mauduit.com. Copies of these documents may also be obtained by directing a written request to the Secretary and ~~compensates~~General Counsel at the ~~outside auditors, reviews~~Corporation's headquarters address noted on the ~~scope~~first page of ~~such audits, provides oversight in connection with internal control, financial reporting and disclosure systems of the Corporation and performs such other duties as the~~this Proxy Statement.

The Board of Directors may from time to time prescribe. The nature and scope of the Audit Committee’s responsibilities are set forth in the “Audit Committee Charter,” a copy of which is attached hereto as Exhibit A and on file with the SEC, and its duties are described more fully herein under the caption “Audit Committee Report.”

The Compensation Committee, currently composed of Richard D. Jackson, Chairman, Claire L. Arnold and Larry B. Stillman, all of whom are independent directors, met on three (3) occasions and acted by unanimous written consent on four (4) occasions in 2002. The Compensation Committee is responsible for the evaluation, review and approval of officer compensation and acts as the administrator under a number of the Corporation’s executive compensation plans. The Compensation Committee also reviews the Corporation’s salaried employee compensation plan and evaluates and makes recommendations on director compensation to the full Board of Directors for its action. The nature and scope of the Committee’s responsibilities are set forth herein in further detail under the caption “Compensation Committee Report” and in the Compensation Committee Charter, which will be posted on the Corporation’s website at www.schweitzer-mauduit.com in 2003.

The Nominating & Governance Committee, formerly the Nominating Committee, is currently composed of K.C. Caldabaugh, Chairman, Claire L. Arnold and Alan R. Batkin, all of whom are independent directors. The Nominating & Governance Committee met on two (2) occasions in 2002. The Nominating & Governance Committee evaluates and proposes candidates for membership on the Board of Directors, recommends candidates to fill vacancies on the Board of Directors, supervises the Board of Directors, Board Committee and individual director evaluation processes, evaluates, monitors and recommends changes in the Corporation’s governance policies and monitors the Corporation’s practices and procedures concerning compliance with applicable laws and regulations, excluding state and federal securities laws and regulations, which are monitored by the Audit Committee. The Nominating & Governance Committee also evaluates nominees recommended by stockholders as candidates for election to the Board of Directors at the Annual Meeting of Stockholders. A stockholder wishing to nominate a candidate for election to the Board of Directors at the Annual Meeting of Stockholders is required to follow the procedures set forth in the Corporation’s By-Laws, which procedures are hereinafter discussed under the caption “Other Matters — Stockholder Proposals.” The Nominating & Governance Committee was formed as a Standing Board Committee in December 2002, as successor to the Nominating Committee, which was dissolved at that time. The Nominating & Governance Committee Charter will be posted on the Corporation’s website at www.schweitzer-mauduit.com in 2003.

At its September 2002 meeting, the Board of Directors established a special purpose ad-hoc committee composed of K.C. Caldabaugh, Claire L. Arnold, Alan R. Batkin and Leonard J. Kujawa, all independent directors, to develop and recommend to the full Board of Directors a standard for determining a director’s independence. This ad-hoc committee completed its work and proposedunanimously adopted the following standard for ~~determining a director’s~~director independence ~~which was adopted unanimously by the full Board of Directors~~ at its December 2002 meeting:

Based on the foregoing standard and the standards for independence articulated by the New York Stock Exchange ("NYSE") and the SEC, the Board affirmatively determined by resolution dated February 26, 2004 that the following directors, who collectively constitute 63% of the full Board and represent 100% of the membership of the Standing Committees, are independent:

There are currently ~~nine (9) directors. Two (2)~~8 directors of which 2 directors, Wayne H. Deitrich and Jean-Pierre Le Hé~~tet,~~têt, are also members of management and are therefore not considered independent under the ~~above definition.~~NYSE Independence Standards or the Corporation's more stringent standard for independence. Of the remaining ~~seven (7)~~6 directors, ~~six (6)~~5 are considered to be independent under the ~~above definition~~NYSE's and ~~one (1),~~the Corporation's independence standards and 1, Laurent G. Chambaz, is not considered independent due to sums paid within the last ~~five (5)~~5 years by a subsidiary of the Corporation to law firms in which Mr. Chambaz was a partner.

During the year ended December 31, 2002, each director attended one hundred percent (100%) of the Board of Directors’ meetings with the exception of Laurent G. Chambaz who was unable to attend one (1)The Board of Directors ~~meeting due to an unexpected~~has determined that K.C. Caldabaugh and ~~irreconcilable scheduling conflict. Each director attended one hundred percent (100%) of the meetings of Board committees on which he or she served as a member.~~

As of April 1, 2002, each director who is not an officer or employee of the Corporation or any of its subsidiaries or affiliates (a “non-employee director”) receives an annual retainer fee of $22,000, payable~~pro rata~~ quarterly in advance, which retainer fee is payable in Common Stock of the Corporation pursuant to the Outside Directors’ Stock Plan (the “Directors’ Plan”). In 2002, each non-employee director received 910 shares of Common Stock under the Directors’ Plan or a similar amount in stock unit equivalents pursuant to the Schweitzer-Mauduit International, Inc. Deferred Compensation Plan for Non-Employee Directors for those directors who elected to participate in that plan. Each non-employee director also receives a meeting fee of $3,000 for each Board of Directors meeting attended and a committee fee of $1,000 for each committee meeting attended. As of April 1, 2002 each chairperson of a committee receives an additional $750 for each committee meeting attended. The Chairman of the Audit Committee is paid an additional fee of $1,000 for each quarterly conference call attended by the Chairman with the Company’s management and outside auditors to review the Company’s quarterly disclosure of its financial results. The members of the Audit Committee receive no direct or indirect compensation from the Corporation other than the compensation paid for service as a Director. In 2002, the Corporation paid Leonard J. Kujawa ~~$5,000~~qualify as financial experts, as such term is defined in Regulation S-K, Item 401(h), and both of these directors presently serve on the Audit Committee.

The following table lists the current members, principal functions and meetings held in 2003 for ~~his time spent traveling overseas with senior members of management as a representative~~each of the ~~Board~~Committees:

Compensation of Directors with regard to a potential joint venture opportunity located in a country where Mr. Kujawa had particular expertise. This payment is not related to the implementation of the joint venture or its financial results if implemented. In addition, the Corporation reimburses the non-employee directors for expenses incurred as a result of attending such meetings.

A director who is an officer or an employee of the Corporation or any of its subsidiaries or affiliates does not receive any fees for service as a member of the Board of Directors or any committee thereof, but is reimbursed for expenses incurred as a result of such service. Each director who is not an officer or employee of the Corporation or any of its subsidiaries or affiliates (a "non-employee director") received an annual retainer fee of $22,000, payablepro rata quarterly in advance. The fee is payable in Common Stock of the Corporation pursuant to the Outside Directors' Stock Plan (the "Directors' Plan"). In 2003, each non-employee director received 908 shares of Common Stock under the Directors' Plan or a similar amount in stock unit equivalents pursuant to the Schweitzer-Mauduit International, Inc. Deferred Compensation Plan for Non-Employee Directors for those directors who elected to participate in that plan. Each non-employee director also received a meeting fee of $3,000 for each Board of Directors meeting attended and a committee fee of $1,000 for each committee meeting attended excluding the Audit Committee quarterly conference calls. The Lead Non-Management Director received a quarterly fee of $2,500. Each chairperson of a committee received an additional $750 for each committee meeting attended. The Chairman of the Audit Committee was paid $1,000, and as of April 1, 2003 the other Audit Committee members were paid $500, for each quarterly conference call attended with the Corporation's management and outside auditors to review the Corporation's quarterly disclosure of its financial results. The members of the Audit Committee receive no direct or indirect compensation from the Corporation other than the compensation paid for service as a Director.

Directors ~~who so~~can annually elect ~~annually, can~~to defer all or part of their compensation received from the Corporation pursuant to the ~~Corporation’s~~Corporation's Non-Employee Directors Deferred Compensation Plan. Participation in this plan allows a director to defer receipt of compensation and to thereby also defer certain state and federal income taxes until the deferred compensation is paid upon the ~~director’s~~director's retirement from the Board of Directors or earlier death or disability.

The following report summarizes the Audit ~~Committee’s~~Committee's actions during ~~2002.~~2003. This report shall not be deemed to be incorporated by reference by any general statement incorporating this Proxy Statement by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Corporation specifically incorporates this information by reference, and shall not otherwise be deemed filed under such acts.

In accordance with its written charter, the Audit Committee of the Board of Directors (“("Audit ~~Committee”~~Committee") assists the Board of Directors ~~in fulfilling its responsibility for oversight of~~ by overseeing and monitoring:

The members of the Audit Committee meet the applicable independence and experience requirements of the

The following table ~~discloses~~summarizes the aggregate ~~audit and non-audit~~ fees relating to amounts ~~paid by~~billed to the Corporation toby its outside auditor, Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu and their respective affiliates, (collectively, ~~“Deloitte”~~"Deloitte") for the fiscal ~~year~~years ended December 31, 2003 and 2002:

~~“All Other Fees” paid~~ The services performed by the ~~Corporation~~outside auditor in 2003 were pre-approved in accordance with the pre-approval policy and procedures adopted by the Audit Committee at its December 5, 2002 meeting, as amended at the April 21, 2003 meeting. These procedures describe the permitted audit, audit-related, tax, and other services (collectively, the "Disclosure Categories") that the outside auditor may perform. The procedure requires that prior to ~~Deloitte~~the beginning of each fiscal year, a description of the services (the "Service List") expected to be performed by the outside auditor in each of the Disclosure Categories in the following fiscal year be presented to the Audit Committee for approval.

Services provided by the outside auditor during the following year that are included in the Service List are pre-approved following policies and procedure of the Audit Committee.

Any requests for audit, audit-related, tax, and other services not contemplated on the Service List must be submitted to the Audit Committee for specific pre-approval and cannot commence until such approval has been granted. Normally, pre-approval is provided at regularly scheduled meetings. However, the authority to grant specific pre-approval between meetings, as necessary, has been delegated to the Chairman of the Audit Committee. The Chairman must update the Audit Committee at the next regularly scheduled meeting of any services that were granted specific pre-approval.

In addition, although not required by the rules and regulations of the SEC, the Audit Committee is provided a range of fees associated with each proposed service on the Service List and any services that were not originally included on the Service List. Providing a range of fees for a service incorporates appropriate oversight and control of the outside auditor relationship, while permitting the Company to receive immediate assistance from the outside auditor when time is of the essence. The policy does not contain ade minimis provision that would provide retroactive approval for permissible non-audit services under certain circumstances.

On a periodic basis, the Audit Committee reviews the status of services and fees incurred year-to-date against the Service List and the forecast of remaining services and fees for the fiscal ~~year ended December 31, 2002 can be categorized as follows:~~


	~~Tax Services Fees — The aggregate fees for tax planning and compliance were $128,874.~~

	Attestation and Other Fees — The aggregate fees for attestation services for matters such as audits of employee benefit plans, comfort letters and consents related to SEC and other registration statements and fees for consultation on regulatory matters, accounting standards, procedures or transactions were $35,653.

It is the Corporation’s policy to restrict its outside auditor to the non-audit work detailed under “All Other Fees” and not to utilize its outside auditor for “Financial Information Systems Design and Implementation,” merger and acquisition due diligence, internal audit outsourcing services, record keeping or strategic consulting. The Corporation may depart from this policy if the non-audit services may be provided by the auditor under applicable laws, the related fees are immaterial or if there is an exceptional business consideration, the work and associated fees are not deemed to present a conflict of interest with the independent audit function and the Audit Committee approves such exception.year.

In discharging its oversight responsibility as to the audit process, the Audit Committee obtained from the outside auditor a formal written statement describing all relationships between the outside auditor and the Corporation that might bear on the outside ~~auditor’s~~auditor's independence consistent with Independence Standards Board Standard No. 1, ~~“Independence~~"Independence Discussions with Audit Committees,”" discussed with the outside auditor any relationships that may impact their objectivity and independence, including the services and amounts reflected in the above table, and satisfied itself as to the outside ~~auditor’s~~auditor's independence.

The ~~Audit~~ Committee reviewed with the outside auditor their audit plans, audit scope and identification of audit risks. The Audit Committee also discussed with management and the outside auditor the quality and adequacy of the ~~Corporation’s~~Corporation's internal control function and its system of internal and disclosure controls.

The Audit Committee discussed and reviewed with the outside auditor all communications required by SEC regulations and by generally accepted auditing standards, including those described in Statement on Auditing Standards No. 61, as amended, ~~“Communication~~"Communication with Audit ~~Committees”~~Committees" and, with and without management present, discussed and reviewed the results of the outside ~~auditor’s~~auditor's examination of the financial statements.

The Audit Committee reviewed and discussed the audited financial statements of the Corporation as of and for the fiscal year ended December 31, ~~2002,~~2003, with management and the outside auditor. Management has the responsibility for the preparation of the ~~Corporation’s~~Corporation's financial statements and the outside auditor has the responsibility for conducting an audit of those statements.

Based on the above-mentioned review and discussions with management and the outside auditor, the ~~Audit~~ Committee recommended to the Board of Directors that the ~~Corporation’s~~Corporation's audited financial statements be included in its Annual Report on Form 10-K for the fiscal year ended December 31, ~~2002,~~2003, for filing with the SEC. The Audit Committee also recommended the reappointment of the outside auditor and the Board of Directors concurred in such recommendation.


	AUDIT COMMITTEE OF THE
	BOARD OF DIRECTORS

	Leonard J. Kujawa (Chairman)
	~~Claire L. Arnold~~
	~~Alan R. Batkin~~
	K. C. Caldabaugh Richard D. Jackson

The following report summarizes the Compensation ~~Committee’s~~Committee's actions during ~~2002.~~2003. This report shall not be deemed to be incorporated by reference by any general statement incorporating this Proxy Statement by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Corporation specifically incorporates this information by reference, and shall not otherwise be deemed filed under such acts.

The Compensation Committee was established by the Board of Directors on December 1, 1995, and is composed entirely of independent directors. The Board of Directors elects the members and the chairperson of ~~such~~the committee. The Compensation ~~Committee’s~~Committee's duties include establishing and administering the ~~Corporation’s~~Corporation's compensation and benefit policies and practices for executive officers and key managerial employees. The Compensation Committee also administers the Annual Incentive Plan, the Equity Participation Plan, pursuant to which stock options are granted, the Restricted Stock Plan and the Long-Term Incentive ~~Compensation~~ Plan, as well as approving any contributions by the Corporation to the account of any participant in the Deferred Compensation Plan.

The executive compensation information reported in the Summary Compensation Table of this Proxy Statement is for services rendered to the Corporation and its subsidiaries commencing on January 1, 2000 and ending on December 31, 2002, the last day of the Corporation’s 2002 fiscal year.

~~The Corporation’s~~Corporation's executive compensation policies are designed to attract and retain qualified executives, to appropriately reward individual achievement, and to enhance the financial performance of the Corporation, and thus stockholder value, by significantly aligning the financial interests of the ~~Corporation’s~~Corporation's executives with those of its stockholders. To accomplish these objectives, the executive compensation program as administered by the Compensation Committee consists primarily of of:

Base salary and annual bonuses are designed to recognize individual performance and achievement of business objectives each year. The value of long-term incentives is directly linked to the financial performance

In developing the ~~Corporation’s~~Corporation's executive compensation programs and to assist in determining appropriate compensation levels for executives, the Compensation Committee retained a national compensation consulting firm to provide information and advice regarding plan design and industry pay practices for executives holding specified positions. Comparative compensation information was drawn from a broader range of companies than those included in the industry index used in the performance graph on page 2529 of this Proxy Statement, and not all of the companies included in the performance graph were included in the surveys utilized. The Compensation ~~Committee’s~~Committee's objective is to provide opportunities to an executive officer for compensation, both on an overall basis and on the basis of each respective component, which is targeted in each case at the 50th percentile of the market groups studied.

In determining the base salaries of executive officers, ~~effective as of January 1, 2002,~~ the Compensation Committee reviewed salaries paid to similarly situated executives in the companies reflected in the above-described compensation study. In establishing base salary levels, the Compensation Committee considers such factors as job complexity, performance, level of responsibility, the relationship of the position to the ~~Corporation’s~~Corporation's long-term strategic goals, and the particular ~~individual’s~~individual's skills, experience and background. While no pre-established weightings are given to these factors, particular emphasis is placed on attracting and retaining quality individuals in order to develop and retain an effective executive team for the Corporation.

The purpose of the ~~Corporation’s~~Corporation's Annual Incentive Plan is to further unite the interests of the stockholders of the Corporation and its key employees through:


	~~(ii)~~	~~the annual payment of cash incentive awards to key employees based on individual performance and the attainment of the Corporation’s objectives.~~

Target incentive cash opportunities under the Annual Incentive Plan for executive officers, including the ~~Chief Executive Officer,~~CEO, can range from ~~thirty percent (30%)~~30% to ~~seventy-five percent (75%)~~75% of a ~~participant’s~~participant's base salary with a maximum payout of up to ~~one hundred ninety-five percent (195%)~~192.5% of the ~~participant’s~~participant's target incentive award percentage. Actual annual cash bonuses are determined by measuring performance against specific goals established at the beginning of each year. The goals take into account, depending on the responsibility of the individual, ~~two (2)~~2 or more of the following:


	•	~~the individual’s performance;~~

	•	~~the performance of the functional group or unit with which the individual is associated (primarily based upon the operating profit of such unit); and~~

	•	~~the overall performance of the Corporation (primarily based upon diluted earnings per share).~~

Such goals may or may not be equally weighted and may vary from one executive officer to another. ~~Individual~~With the exception of individual performance goals, which do not constitute more than ~~thirty percent (30%)~~30% of any executive ~~officer’s~~officer's total Annual Incentive Plan award ~~opportunity.~~opportunity, Annual Incentive Plan awards for the functional ~~unit’s~~unit's and the ~~Corporation’s~~Corporation's performance comprise the majority of any award opportunity.

The ~~Corporation’s~~Corporation's long-term incentive compensation for its key executives consists of:


	~~(i)~~	~~grants of stock options pursuant to the Corporation’s Equity Participation Plan;~~


	~~(ii)~~	~~grants of restricted stock pursuant to the Restricted Stock Plan; and~~


	~~(iii)~~	~~a cash opportunity that is payable based on achievement of objectives over a three-year performance period pursuant to the Corporation’s Long-Term Incentive Plan.~~

The Equity Participation Plan is intended to provide a means of encouraging an ownership interest in the Corporation by those employees who have contributed or are determined to be in a position to contribute materially to the success of the Corporation, thereby increasing their motivation for and interest in the achievement of the ~~Corporation’s~~Corporation's long-term success. Because the value of a stock option bears a direct relationship to the price of shares of the ~~Corporation’s~~Corporation's Common Stock, stock options are viewed as a means of encouraging executives and other key management employees to increase long-term stockholder value. The Compensation Committee grants stock option awards based on such factors as the competitive target long-term incentive opportunity for executives with comparable responsibilities in similarly sized corporations, individual contributions to corporate performance and management recommendations. The Equity Participation Plan mandates that the strike price of any options awarded be set at no less than the fair market value of the Common Stock at the time of grant.

The following table provides information, as of December 31, 2003, with respect to the shares of the Company's common stock that may be issued under the Company's existing equity compensation plans:

The Restricted Stock Plan is intended to promote the long-term financial success of the Corporation by attracting to and retaining for the Corporation and its Affiliates outstanding executive personnel and to motivate such personnel by means of restricted stock grants to contribute to the ~~Corporation’s~~Corporation's success. The Compensation Committee designates the participants in the Restricted Stock Plan and establishes the terms on which grants of restricted stock are made. Awards of restricted stock will be made from the ~~Corporation’s~~Corporation's treasury stock and constitute an immediate transfer of ownership to the participant of shares of the ~~Corporation’s~~Corporation's Common Stock, including the right to vote the shares and to receive dividends thereon, at a share price established by the Compensation Committee in its discretion. The ~~participant’s~~Participant's continued ownership of and right to freely transfer the restricted stock is subject to such conditions on transferability and to such risks of forfeiture as are established by the Compensation Committee at the time of the grant, which may include continued employment with the Corporation for a defined period, achievement of specified management performance objectives or other conditions. As with stock options, a portion of the value of restricted stock bears a direct relationship to the value of the ~~Corporation’s~~Corporation's Common Stock and, therefore, total stockholder return.

The Long-Term Incentive Plan is designed to enable the Corporation to attract and retain key executives by providing a competitive and diversified total compensation package and to help focus ~~executives’~~executives' attention on the long-term performance of the Corporation. The Compensation Committee designates participants in the Long-Term Incentive Plan, determines cash award opportunities generally on the basis of a ~~three-year~~3-year performance period and is otherwise responsible for administration of the Long-Term Incentive Plan. Performance is measured on a cumulative basis and a portion of ~~the~~each performance cycle's overall cash award opportunity ~~for any performance cycle~~ may be earned annually. A part of the award opportunity may ~~also~~ still be earned in each year even if the cumulative performance objectives are not met provided that pre-established stand-alone annual objectives are achieved. Payment of any earned ~~awards~~award is made at the end of the performance period and is subject to the ~~participant’s~~participant's continued employment at the time of ~~payment.~~payment, except in the case of approved retirement, death or disability. New award opportunities are not established until the current performance period is concluded thereby maintaining a clearer focus on the long-term performance objectives established by the Compensation Committee for each performance

cycle. The Long-Term Incentive Plan award opportunities are based on a competitive market analysis of long-term incentive

The Compensation Committee established a new award opportunity for the 2004-2005 performance cycle. This award opportunity is a 2-year period because the number of shares authorized for the grant of stock options under the Equity Participation Plan were insufficient to address a 3-year cycle. As each long-term incentive opportunity is a combination of cash and equity opportunities, this 2-year period was appropriate. The Corporation decided not to seek shareholder authorization for additional shares to be issued for stock option grants until an evaluation of the continued use of stock options in light of pending changes in their accounting treatment is completed.

As an adjunct to the annual salary and to the annual bonus and long-term incentive bonus that may be earned under the Annual Incentive Plan and Long-Term Incentive Plan, respectively, by the Named Executive Officers and other key employees, the Corporation has ~~adopted~~ a Deferred Compensation Plan. The Deferred Compensation Plan permits eligible employees who elect to participate to defer receipt and taxation of a portion of their annual salary and incentive bonuses. The amount of annual salary and incentive bonus awards that may be deferred is limited to ~~twenty five percent (25%)~~25% and ~~fifty percent (50%)~~50%, respectively. Eligibility to participate in the Deferred Compensation Plan is limited to ~~“management”~~"management" and ~~“highly~~"highly compensated ~~employees”~~employees" as defined in the Employee Retirement Income Security Act of 1974, as amended. The Corporation may, with Compensation Committee approval, make cash contributions to a ~~participant’s~~participant's account in the Deferred Compensation Plan.

The Compensation Committee has traditionally used the same compensation policy ~~described above~~ for all executive officers described above to determine the compensation for Wayne H. Deitrich, the Chairman and Chief Executive ~~Officer~~Officer. In 2003, the Compensation Committee and Mr. Deitrich agreed to revise the basis on which his base salary would be determined. Under the revised compensation approach, Mr. Deitrich's base salary will remain at $500,000 per annum (currently 75% of the targeted 50^th percentile or 37.5% — the target level — of the base salary paid to the Chairman and Chief Executive Officers of public companies comparable to the Corporation in 2003). Mr. Deitrich's base salary will not be adjusted unless the 50^th percentile target level, as determined by an independent consultant's competitive compensation analysis, is greater than $667,000, at which point his base salary will adjust to 75% of the new target level. Effective in 2003, annually, the Board of Directors evaluates Mr. Deitrich's performance and, if the Board determines it to be satisfactory, the Board may award Mr. Deitrich up to 3,500 shares of Restricted Stock in recognition of his annual performance. As a result of these changes, an increased portion of Mr. Deitrich's total compensation is tied to the value of the Corporation's stock and thereby his interests are further aligned with the economic interest of the Corporation's stockholders. Mr. Deitrich will continue to

participate in the Annual Incentive Plan, Long-Term Incentive Plan, Restricted Stock Plan and the Equity Participation Plan on the same basis as the other officers of the Corporation. Mr. Deitrich is a participant in or is entitled to participate in each of the executive compensation plans described above on the same terms as the other executive officers. In setting both the cash-based and equity-based elements of Mr. Deitrich’s compensation, the Committee attempted to target the 50th percentile of such compensation as paid to chief executive officers of the companies analyzed in the outside consultant’s study.

Pursuant to the Omnibus Budget Reconciliation Act of 1993 ~~(“OBRA”~~("OBRA"), annual compensation payable to the ~~chief executive officer~~CEO and each of the ~~four (4)~~4 highest paid executive officers of a public corporation will not be deductible by the corporation for Federal Income Tax purposes to the extent any such ~~officer’s~~officer's overall compensation exceeds $1,000,000. Certain types of compensation, including qualifying performance-based incentive compensation that is stockholder approved, are ~~both~~ deductible and excluded for purposes of calculating the $1,000,000 base under Code Section 162(m). OBRA recognizes stock option plans as performance-based if such plans meet certain requirements. The Compensation Committee will take advantage of qualifying compensation paid to the Named Executive Officers under OBRA to maintain the ~~Corporation’s~~Corporation's deduction for such expenses where it deems appropriate and advisable. The Board of Directors has determined that it is in the Corporation's best interest to qualify the Annual Incentive Plan and the Long-Term Incentive Plan under Code Section 162(m) and has therefore presented those plans for stockholder approval. However, all executive compensation plans and compensation paid to the Named Executive Officers may not be so qualified.


	~~COMPENSATION COMMITTEE OF THE~~
	COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

	~~Richard D. Jackson (Chairman)~~
	~~Claire L. Arnold~~
	~~Larry B. Stillman~~

~~For~~The executive compensation information reported in the ~~2000, 2001 and 2002 fiscal years, compensation paid to, earned by or awarded to the Named Executive Officers~~Summary Compensation Table set forth below is for services rendered to the Corporation and its subsidiaries, ~~is set forth below,~~ in accordance with the rules and regulations of the ~~SEC.~~Securities and Exchange Commission, commencing on January 1, 2001 and ending on December 31, 2003, the last day of the Corporation's 2003 fiscal year. All salary, bonus and other compensation is reported notwithstanding that portions of such compensation may not have yet been paid by the Corporation or may have been deferred by the recipient and therefore not technically received by the recipient in the period reported.

Summary Compensation Table

Long Term
Annual Compensation Compensation Awards
Restricted Securities
Stock Underlying
Name and Other Annual Awards Options
Principal Position Year Salary($) Bonus($) Compensation($) ($) (#)(1)
Wayne H. Deitrich 2002 $ 510,577 (2) $ 752,560 (3) $ 5,500 (4) 0 93,250
Chairman of the Board 2001 490,000 470,915 (5) 5,100 (4) 0 66,550
and Chief Executive 2000 480,846 (2) 0 5,100 (4) 201,563 (7) 0
Officer
Jean-Pierre Le Hétet 2002 $ 390,452 (2)(9) $ 368,671 (3)(10 ) $ 0 $ 0 38,750
Chief Operating Officer 2001 528,437 (2)(9)(11)(12) 169,553 (5)(10) 0 0 28,450
and President — French 2000 291,258 (2) 31,234 (10) 0 0 4,000
Operations(23)
Paul C. Roberts 2002 $ 277,269 (2) $ 246,715 (3) $ 6,066 (4)(13) $ 59,375 (14) 18,900
Chief Financial Officer 2001 264,808 (2) 172,750 (5) 5,486 (4)(13) 95,750 (17) 20,800
and Treasurer 2000 246,923 (2) 41,760 5,597 (4)(13) 100,781 (7) 3,000
John W. Rumely, Jr. 2002 $ 215,000 $ 161,992 (3) $ 6,148 (4)(13) $ 59,375 (14) 12,850
Secretary and 2001 205,000 98,683 (5) 5,586 (4)(13) 95,750 (17) 12,100
General Counsel 2000 185,000 22,339 5,532 (4)(13) 0 5,000
Peter J. Thompson 2002 $ 235,000 $ 153,940 (3) $ 5,710 (4)(13) $ 59,375 (14) 16,650
President — 2001 225,000 108,326 (5) 5,224 (4)(13) 95,750 (17) 18,350
U.S. Operations 2000 215,000 20,640 5,262 (4)(13) 100,781 (7) 3,000

[Continued from above table, first column(s) repeated]

Name and All Other
Principal Position Compensation($)
Wayne H. Deitrich $ 0
Chairman of the Board 74,465 (6)
and Chief Executive 59,202 (8)
Officer
Jean-Pierre Le Hétet $ 0
Chief Operating Officer 84,280 (6)
and President — French 11,385 (8)
Operations(23)
Paul C. Roberts $ 15,000 (15)(16)
Chief Financial Officer 29,080 (6)(18)
and Treasurer 26,445 (8)(19)
John W. Rumely, Jr. 16,999 (15)(20)(21)
Secretary and 35,900 (6)(22)
General Counsel 0
Peter J. Thompson $ 23,289 (15)(16)(21)
President — 13,975 (6)(18)
U.S. Operations 16,250 (8)(19)

						Long Term Compensation Awards
			Annual Compensation			Long Term Compensation Awards
			Annual Compensation				Securities Underlying Options (#)(1)
Name and Principal Position		Year	Salary ($)	Bonus ($)	Other Annual Compensation ($)	Restricted Stock Awards ($)	Securities Underlying Options (#)(1)	All Other Compensation ($)
Wayne H. Deitrich Chairman of the Board and Chief Executive Officer		2003 2002 2001	503,846(2) 510,577(2) 490,000	748,613(3)(4) 752,560(7) 470,915(8)	6,000(5) 5,500(5) 5,100(5)	104,230(6) 0 0	85,450 93,250 66,550	0 0 74,465(9)
	~~(1)~~	~~Awarded January 3, 2000, January 8, 2001, and January 15, 2002, respectively.~~
	~~(2)~~	Includes unused regular vacation earned by Messrs. Deitrich, in the amount of $10,577 for 2002, $10,846 for 2000; Le Hétet in the amount of $31,074 for 2002, $31,691 for 2001 and $3,070 for 2000; and Roberts, in the amount of $10,269 for 2002, $9,808 for 2001 and $6,923 for 2000.
	~~(3)~~	Includes amounts earned in the second year of the 2001-2003 performance cycle under the Corporation’s Long-Term Incentive Plan, payment of which is subject only to continued employment through the end of the performance cycle, in the following amounts: for Mr. Deitrich $217,560; for Mr. Le Hétet $103,976; for Mr. Roberts $67,932; for Mr. Rumely $39,442; and for Mr. Thompson $59,940.
	~~(4)~~	~~Includes contributions by the Corporation of $5,500 for 2002, $5,100 for 2001 and $5,100 for 2000 to the Schweitzer-Mauduit International, Inc. Retirement Savings Plan.~~
	~~(5)~~	Includes amounts earned in the first year of the 2001-2003 performance cycle under the Corporation’s Long-Term Incentive Plan, payment of which is subject only to continued employment through the end of the performance cycle, in the following amounts: for Mr. Deitrich $219,398; for Mr. Le Hétet $88,976; for Mr. Roberts $68,506; for Mr. Rumely $39,776; and for Mr. Thompson $60,446.
	~~(6)~~	Includes value received for surrendering outstanding options granted in 1998. Individuals received fifty percent (50%) of the present value of the options as of February 21, 2001 calculated using the Black-Scholes option valuation method that resulted in the following payments: for Mr. Deitrich in the amount of $74,465; for Mr. Le Hétet in the amount of $84,280; for Mr. Roberts in the amount of $19,080; for Mr. Rumely in the amount of $28,400; and for Mr. Thompson in the amount of $3,975.
	~~(7)~~	The closing price of the Common Stock was $13.4375 per share on December 31, 1999 and was used to determine the dollar value of the Restricted Stock grants awarded under the Corporation’s Restricted Stock Plan (“Restricted Stock”) on January 1, 2000 in the amount of 15,000 shares for Mr. Deitrich,


		~~7,500 shares for Mr. Roberts and 7,500 shares for Mr. Thompson. Dividends are payable to the holders of Restricted Stock.~~
	~~(8)~~	Includes value received for surrendering outstanding options granted in 1997. Individuals received fifty percent (50%) of the present value of the options as of September 30, 1999 calculated using the Black-Scholes option valuation method that resulted in the following payments: for Mr. Deitrich in the amount of $59,202; for Mr. Le Hétet in the amount of $11,385; for Mr. Roberts in the amount of $16,445; and for Mr. Thompson in the amount of $6,250.
	~~(9)~~	~~Includes $8,106 for the amount accrued and banked for hours credited to the employee under various French Laws.~~


~~(10)~~	Includes the contribution on Mr. Le Hétet’s behalf to the Profit Sharing Plan (“Participation”) by LTR Industries, S.A., the Corporation’s 72 percent-owned subsidiary, in the amount of $18,655 for 2002, $11,969 for 2001 and $12,502 for 2000.
~~(11)~~	Includes $132,081 that Mr. Le Hétet elected to take in the form of a cash distribution from his Compte Epargne Temps (“CET”) in 2001. Under French law, salaried employees accumulate supplemental hours of paid leave that can be credited to an account, the CET, in accordance with specific regulations. This account grows over their career and the hours accumulated may be withdrawn upon retirement or under other special circumstances. The funds removed from the CET by Mr. Le Hétet reflected a redemption of hours at his 2001 rate of pay that had been accumulating since 1988 under these legally mandated programs.
~~(12)~~	~~Includes $80,866 representing 74 days of paid leave accumulated under various French laws for Mr. Le Hétet.~~
~~(13)~~	Includes imputed income for group life insurance coverage in excess of $50,000 for: Messrs. Roberts, in the amount of $566 for 2002, $386 for 2001 and $497 for 2000; Rumely in the amount of $648 for 2002, $486 for 2001 and $432 for 2000 and Thompson in the amount of $210 for 2002, $124 for 2001 and $162 for 2000.
~~(14)~~	The closing price of the Common Stock was $23.75 per share on December 31, 2001 and was used to determine the dollar value of the Restricted Stock grants awarded January 1, 2002 in the amount of 2,500 shares each for Messrs. Roberts, Rumely and Thompson. Dividends are payable to the holders of the Restricted Stock.
~~(15)~~	~~Includes a contribution by the Corporation of $5,000 made on January 1, 2002 pursuant to the Corporation’s Deferred Compensation Plan. The contribution vests on January 1, 2006.~~
~~(16)~~	~~Includes a contribution by the Corporation of $10,000 made on January 1, 2002 pursuant to the Corporation’s Deferred Compensation Plan. The contribution vests on January 1, 2004.~~
~~(17)~~	The closing price of the Common Stock was $19.15 per share on December 29, 2000 and was used to determine the dollar value of the Restricted Stock grants awarded on January 1, 2001 in the amount of 5,000 shares each for Messrs. Roberts, Rumely and Thompson. Dividends are payable to the holders of the Restricted Stock.
~~(18)~~	~~Includes a contribution by the Corporation of $10,000 made on January 1, 2001 pursuant to the Corporation’s Deferred Compensation Plan. The contribution vests on January 1, 2004.~~
~~(19)~~	~~Includes a contribution by the Corporation of $10,000 made on January 1, 2000 pursuant to the Corporation’s Deferred Compensation Plan. The contribution vests on January 1, 2004.~~
~~(20)~~	~~Includes a contribution by the Corporation of $7,500 made on January 1, 2002 pursuant to the Corporation’s Deferred Compensation Plan. The contribution vests on January 1, 2005.~~
~~(21)~~	Includes a contribution by the Corporation to the Deferred Compensation Plan for Mr. Rumely in the amount of $3,852 for 2002; for Mr. Thompson in the amount of $8,289 for 2002 representing the amount by which the cash balance formula pension plan contribution exceeded IRS limitations.
~~(22)~~	~~Includes a contribution by the Corporation of $7,500 made on January 1, 2001 pursuant to the Corporation’s Deferred Compensation Plan. The contribution vests on January 1, 2005.~~
~~(23)~~	~~Jean-Pierre Le Hétet was~~ Thierry E. Bellanger President — French Operations ~~through October 31, 2002. He continues to serve in his capacity as~~ (10)		2003 2002		303,905(2)(11) 321,883(2)(11)(13)		168,608(3)(12) 112,302(7)(12)		0 0		0 0		9,400 6,450		0 0
Jean-Pierre Le Hétêt Chief Operating ~~Officer.~~Officer and President — French Operations (14)		2003 2002 2001		492,106(2)(11) 390,452(2)(11) 528,437(2)(11)(15)(16)		350,492(3)(12) 368,671(7)(12) 169,553(8)(12)		0 0 0		0 0 0		42,450 38,750 28,450		0 0 84,280(9)
Paul C. Roberts Chief Financial Officer and Treasurer		2003 2002 2001		287,654(2) 277,269(2) 264,808(2)		248,636(3) 246,715(7) 172,750(8)		6,596(5)(17) 6,066(5)(17) 5,486(5)(17)		0(18) 59,375(21) 95,750(22)		18,000 18,900 20,800		15,000(19)(20) 15,000(19)(20) 29,080(9)(20)
Peter J. Thompson President — U.S. Operations		2003 2002 2001		245,000 235,000 225,000		212,941(3) 153,940(7) 108,326(8)		6,221(5)(17) 5,710(5)(17) 5,224(5)(17)		0(18) 59,375(21) 95,750(22)		15,900 16,650 18,350		20,304(19)(20)(23) 23,289(19)(20)(23) 13,975(9)(20)

The following table sets forth information concerning stock options granted during ~~2002~~2003 to the Named Executive Officers of the Corporation.


~~(1)~~	~~Represents shares of Common Stock underlying options granted on January 15, 2002 pursuant to the Corporation’s Equity Participation Plan.~~
~~(2)~~	~~The Corporation granted options during fiscal 2002 to employees to purchase an aggregate of 277,150 shares of Common Stock.~~
~~(3)~~	~~The exercise price of the options granted in 2002 was based upon the mean of the high and low sales prices of the Corporation’s Common Stock on January 15, 2002, the date the options were granted.~~
~~(4)~~	The options granted in January 2002 are exercisable in increments of thirty percent (30%), thirty percent (30%) and forty percent (40%) on or after January 15, 2003, January 15, 2004 and January 15, 2005, respectively.
~~(5)~~	Calculation is based on the Black-Scholes option-pricing model adapted for use in valuing stock options. The following assumptions were used for the 2002 grants: market value of the stock equal to the exercise price; ten-year option term; estimated volatility of 31.97 percent; risk-free rate of return of 5.24 percent based on the interest rate on 10-year government securities; and a yield of 3.68 percent.

The following table sets forth information concerning the pre-tax value of unexercised options held by the ~~Corporation’s~~Corporation's Named Executive Officers as of December 31, ~~2002.~~2003. As noted in the following table, Named Executive Officers exercised options in ~~2002.~~2003.


~~(1)~~	~~Value realized was calculated using the mean of the high and low sales prices of the Corporation’s Common Stock on the date the option was exercised.~~
~~(2)~~	~~All options granted in 1995 and 1999 have vested, sixty percent (60%) of the options granted in 2000 have vested and thirty percent (30%) of the options granted in 2001 have vested.~~
~~(3)~~	~~The fair market value of the Corporation’s Common Stock was $24.50 per share on December 31, 2002.~~
~~(4)~~	~~Options were exercised and held pursuant to a 10b5-1 plan.~~
~~(5)~~	~~Options were exercised and sold in the market pursuant to 10b5-1 plans.~~
~~(6)~~	~~Options were exercised during an open trading window and held.~~

The Corporation provides certain benefits to its U.S. employees through the Schweitzer-Mauduit International, Inc. Retirement Plan (the ~~“Retirement Plan”~~"Retirement Plan"), a U.S. pension plan covering hourly and salaried employees. In July 2000, the Retirement Plan was amended to add a cash balance formula benefit that would apply to newly hired employees, certain employees previously covered under the final average pay formula benefit and employees who had the right to elect coverage under either the new cash balance formula benefit or the final average pay formula benefit. The final average pay formula benefit and the cash balance formula benefit provisions of the Retirement Plan are discussed separately below.

The final average pay formula benefit entitles each vested salaried U.S. employee participating in that benefit formula to an annual pension benefit at normal retirement equal to ~~1.50 percent~~1.50% of final average earnings times the ~~employee’s~~employee's years of service, subject to a deduction for social security benefits or, if greater, ~~1.125 percent~~

1.125% of final average earnings times years of service plus a specific amount for certain employees. Final average earnings is defined as the highest average of any ~~five (5)~~5 years of Earnings (as defined in the Retirement Plan) out of the last ~~fifteen (15)~~15 calendar years of employment, or over the last ~~sixty (60)~~60 months of credited service, if greater. The minimum monthly benefit payable in a single-life annuity to salaried employees is the lesser of $125 or $25 times years of service.

Retirement benefits for salaried participants who have at least ~~five (5)~~5 years of vesting service may begin on a reduced basis at age 55, or on an unreduced basis at normal retirement age. Unreduced benefits also are available for salaried participants with ~~ten (10)~~10 years of vesting service at age 62 or as early as age 60 with ~~thirty (30)~~30 years of vesting service. The normal form of benefit for unmarried salaried participants is a single-life annuity payable monthly. Benefits will be actuarially adjusted if the employee receives one of the available forms of joint and survivor or other optional forms of benefit.

Table A illustrates the estimated annual benefits payable upon retirement at age 65 without regard to IRS limitations under the Retirement Plan for specified highest ~~five-year~~5-year average remuneration and years-of-service classifications for U.S. salaried employees, computed on a single-life annuity basis, without deduction for Social Security or other offset amounts. Benefits will be adjusted if the employee receives one of the optional forms of benefit. Benefits under the Retirement Plan will be limited to the extent required by U.S. tax provisions. Any excess over such limitation for certain salaried employees will be paid pursuant to supplemental arrangements.

Final Average Pay Formula Benefit

	Years of Benefit Service
Average Annual Earnings	15 Years		20 Years		25 Years		30 Years		35 Years		40 Years		45 Years
$ 100,000	$	22,500	$	30,000	$	37,500	$	45,000	$	52,500	$	60,000	$	67,500
200,000		45,000		60,000		75,000		90,000		105,000		120,000		135,000
300,000		67,500		90,000		112,500		135,000		157,500		180,000		202,500
400,000		90,000		120,000		150,000		180,000		210,000		240,000		270,000
500,000		112,500		150,000		187,500		225,000		262,500		300,000		337,500
600,000		135,000		180,000		225,000		270,000		315,000		360,000		405,000
700,000		157,500		210,000		262,500		315,000		367,500		420,000		472,500
800,000		180,000		240,000		300,000		360,000		420,000		480,000		540,000
900,000		202,500		270,000		337,500		405,000		472,500		540,000		607,500
1,000,000		225,000		300,000		375,000		450,000		525,000		600,000		675,000

Years of Benefit Service
Average
Annual 15 20 25 30 35 40 45
Earnings Years Years Years Years Years Years Years
$ 100,000 $ 22,500 $ 30,000 $ 37,500 $ 45,000 $ 52,500 $ 60,000 $ 67,500
200,000 45,000 60,000 75,000 90,000 105,000 120,000 135,000
300,000 67,500 90,000 112,500 135,000 157,500 180,000 202,500
400,000 90,000 120,000 150,000 180,000 210,000 240,000 270,000
500,000 112,500 150,000 187,500 225,000 262,500 300,000 337,500
600,000 135,000 180,000 225,000 270,000 315,000 360,000 405,000
700,000 157,500 210,000 262,500 315,000 367,500 420,000 472,500
800,000 180,000 240,000 300,000 360,000 420,000 480,000 540,000
900,000 202,500 270,000 337,500 405,000 472,500 540,000 607,500
1,000,000 225,000 300,000 375,000 450,000 525,000 600,000 675,000

The estimated years of benefit service, which includes years of benefit service while at Kimberly-Clark Corporation (from which the Corporation was spun-off in November, 1995) as of normal retirement at age 65, for Messrs. Deitrich and Roberts, are 38.5 and 36.6, respectively. ~~Messrs. Rumely and~~Mr. Thompson ~~have their~~has his retirement benefits determined under the cash balance formula benefit.

Mr. Bellanger and Mr. Le Hé~~tet’s~~têt's retirement benefits are provided under a foreign ~~subsidiary’s~~subsidiary's pension plan that bases benefits on years of service and compensation. ~~His~~Mr. Bellanger's projected annual benefit at normal retirement at age 65 is ~~315,000~~293,000 Euros or ~~$330,530~~$368,711 with ~~twenty nine (29)~~42 years of credited service. Mr. Le Hétêt's projected annual benefit at normal retirement at age 65 is 350,233 Euros or $440,733 with 28 years of credited service.

Cash Balance Benefit Formula

The cash balance formula benefit covers all salaried employees hired on or after July 1, 2000 and salaried employees as of July 1, 2000 who are not ~~“grandfathered”~~"grandfathered" under the terms of the Retirement Plan, or were grandfathered employees who chose the cash balance formula benefit. Salaried employees who, as

of July 1, 2000, had either attained the sum of their age plus years of vesting service equal to ~~sixty-five (65)~~65 or more, or attained the sum of their age plus years of vesting service equal to ~~sixty (60)~~60 or more and had at least ~~fifteen (15)~~15 years of vesting service were grandfathered under the final average pay formula benefit. The grandfathered employees had until October 1, 2000 to elect to remain under the final average pay formula benefit or to take the cash balance formula benefit. The terms of participation of hourly employees in the cash balance benefit formula are negotiated for each bargaining unit as part of the collective bargaining process.

For salaried employees who as of July 1, 2000 were not grandfathered or who were grandfathered, but elected the cash balance formula benefit, an initial account balance was established based on the ~~employee’s~~employee's accrued benefit payable at normal retirement age under the final average pay formula benefit converted to a lump sum based on a mortality table and an interest rate that was consistent with industry norms.

A ~~“Retirement~~"Retirement Contribution ~~Credit”~~Credit" is added to the ~~participant’s~~participant's account balance each year in which the participant accrues a year of vesting service. The Retirement Contribution Credit is determined in accordance with the schedule noted in Table B. The account balance is also credited with an interest credit based on the average yield for 30-year Treasury securities for the November immediately preceding the current Retirement Plan year.

Table B

Retirement Contribution Credit

Participant's Attained Age Plus Years of Vesting Service	Percentage of All Earnings	Plus Additional Percentage of Earnings Over Social Security Wage Base
35 or less	2.4	2.4
36 to 44	3.2	3.2
45 to 54	4.0	4.0
55 to 64	4.8	4.8
65 and over	6.4	5.7

Plus Additional
Percentage of
Earnings Over
Percentage of All Social Security
Participant’s Attained Age Plus Years of Vesting Service Earnings Wage Base
35 or less 2.4 2.4
36 to 44 3.2 3.2
45 to 54 4.0 4.0
55 to 64 4.8 4.8
65 and over 6.4 5.7

Participants have the option to receive their vested account balance as either a lump-sum payment or an immediate single life annuity or a ~~fifty percent (50%)~~50% joint and survivor annuity if married when they terminate employment with the Corporation or become disabled.

~~Messrs. Rumely and~~Mr. Thompson ~~are~~is the only Named Executive ~~Officers~~Officer who ~~participate~~participates in the cash balance formula benefit. Messrs. Deitrich and Roberts are grandfathered employees who elected to remain covered by the final average pay formula benefit.

Table C shows the estimated annual retirement benefit payable under the cash balance formula benefit for ~~the participating Named Executive Officers~~Mr. Thompson computed as a single life annuity based on ~~2001~~2002 earnings, without taking Code limitations into account. These estimates assume an average annual interest credit of ~~5.12% percent,~~4.96%, actual ~~2002~~2003 earnings and earnings increases of ~~four percent (4%)~~4% per year thereafter. The Social Security wage base was also assumed to increase ~~four percent (4%)~~4% per year.

Table C

Cash Balance Benefit Formula

Named Executive Officer		Year Reaching Age 65		Amount of Level Annuity ($)
Peter J. Thompson		2027		$	170,674

Amount of Level
Named Executive Officer Year Reaching Age 65 Annuity ($)
John W. Rumely, Jr. 2018 $ 81,010
Peter J. Thompson 2027 $ 181,639


	~~Supplemental Retirement Arrangements.~~

Supplemental Retirement Arrangements.

The ~~Corporation’s~~Corporation's supplemental retirement arrangements provide a benefit equal to the difference ~~between~~ between:

(i): the benefit payable to a participant under the Retirement Plan and

(ii): the benefit that would be payable to such participant under such plan, calculated without regard to the compensation limit under Code Section 401(a)(17) and the limitations on benefits under Code Section 415 (“("excess ~~benefits”~~benefits").

Participants who accrue a final average pay formula benefit obtain their excess benefits through the Supplemental Benefit Plan to the Retirement Plan. The excess benefit amount for cash balance plan participants is annually credited to the ~~participant’s~~participant's account in the Deferred Compensation Plan. These supplemental arrangements are unfunded and participation is limited to salaried employees with earnings in excess of Code Section 401(a)(17) limits and who are members of a select group of management or highly-compensated employees.

Executive Severance Plan

The ~~Corporation’s~~Corporation's Executive Severance Plan (the ~~“Severance Plan”~~"Severance Plan") provides that in the event of termination of a ~~participant’s~~participant's employment with the Corporation or one of its French affiliates for any reason other than Death, Disability or Retirement (as defined in the Severance Plan) within ~~two (2)~~2 years after a change of control of the Corporation, as defined in the Severance Plan, a participant employed in the United States will be entitled to:

~~(i)~~ receive a cash payment in an amount equal to three (3) times the highest annual compensation (base salary and any incentive awards) paid or payable within the three-year (3) period ending on the date of termination;

~~(ii)~~ ~~receive health, dental and life insurance benefits from the Corporation for a period of three (3) years; and~~

~~(iii)~~ receive a cash payment in an amount equal to the actuarial equivalent of the accrued benefits the participant would have earned under the Retirement Plan and the Supplemental Plan if the participant had continued participation in those plans for three (3) years following termination.

(i): receive a cash payment in an amount equal to 3 times the highest annual compensation (base salary and annual incentive awards) paid or payable within the 3 year period ending on the date of termination;
(ii): receive health, dental and life insurance benefits from the Corporation for a period of 3 years; and
(iii): receive a cash payment in an amount equal to the actuarial equivalent of the accrued benefits the participant would have earned under the Retirement Plan and the Supplemental Plan if the participant had continued participation in those plans for 3 years following termination.

A participant employed by one of the ~~Corporation’s~~Corporation's French affiliates is entitled to essentially the same payments and benefits as a United States participant, subject to certain adjustments which take into account the differences between the respective compensation, benefit and pension plans and programs in the United States and France. Severance payments under the Severance Plan for participants subject to United States Federal Income Tax will be limited to the extent necessary to avoid an excise tax on the participant under Code Section 4999 if the ~~“parachute payments”~~"parachute payments" under Code Section 280G with respect to such participant are less than 3.5 times the ~~“base amount”~~"base amount" for purposes of Code Section 280G. If such parachute payments equal or exceed 3.5 times such base amount with respect to a participant, the Corporation shall pay the participant an additional gross-up payment to compensate such participant for the excise tax liability under Code Section 4999. The Compensation Committee of the Board of Directors of the Corporation has established the eligibility criteria for participation and, from time to time, designates key employees as participants in the Severance Plan. Subject to certain conditions, the Severance Plan may be amended or terminated by resolution of the Board of Directors, but no such amendment or termination shall be effective during the ~~two-year~~2-year period following a change of control of the Corporation without the consent of all of the participants. The Corporation has agreements under the Severance Plan with the Named Executive Officers and certain other key employees. The maximum amount payable upon termination (with respect to base salary and annual incentive compensation) pursuant to the agreements under the Severance Plan with the Named Executive Officers, assuming that a change of control of the Corporation and the termination of their employment had occurred on December 31, ~~2002,~~2003, would have been as follows:

•: Mr. Deitrich, $3,105,000.
•: Mr. Bellanger, $1,068,354.
•: Mr. Le Hétêt, $1,791,936.
•: Mr. Roberts, $1,337,349.
•: Mr. Thompson, $1,127,784.

• ~~Mr. Deitrich, $3,105,000.~~
• ~~Mr. Le Hétet, $1,791,936.~~
• ~~Mr. Roberts, $1,337,349.~~
• ~~Mr. Rumely, $1,012,650.~~
• ~~Mr. Thompson $987,000.~~
28

If a ~~participant’s~~participant's employment is otherwise terminated for any reason other than Death, Retirement, Voluntary Resignation or Cause (as defined in the Severance Plan), the participant will receive a cash payment in an amount of up to ~~twenty four (24)~~24 months base salary.

Performance Graph

The following graph compares the total cumulative stockholder return on the ~~Corporation’s~~Corporation's Common Stock during the period from December 31, ~~1997~~1998 through December 31, ~~2002,~~2003, with the comparable cumulative total returns of the Wilshire ~~500~~5000 Index and a self-constructed peer group that reflects, but is not exactly comparable to the Dow Jones Paper Products Index (“("Peer ~~Group”~~Group"). The graph assumes that the value of the investment in the Common Stock and each index was $100 on December 31, ~~1997~~1998 and that all dividends were reinvested. The Peer Group ~~has been~~is comprised of the following companies:

• ~~Boise Cascade Corporation~~
• ~~Bowater Incorporated~~
• ~~Champion International Corporation~~
• ~~P. H. Glatfelter Company~~
• ~~Mead Corporation and~~
•
•
Boise Cascade Corporation
•
Bowater Incorporated
•
FiberMark, Inc.
•
International Paper Company
•
P.H. Glatfelter Company
•
MeadWestvaco ~~Corporation~~

~~The peer group index has been changed as of December 31, 2002, as Champion International~~ Corporation and ~~Mead Corporation are no longer independent corporations. Instead, FiberMark, Inc. and~~

•

Wausau-Mosinee Paper Corporation ~~have been added to the peer group to provide a representative peer group. The Peer Group will now be comprised of the following companies:~~

• ~~Boise Cascade Corporation~~
• ~~Bowater Incorporated~~
• ~~FiberMark, Inc.~~
• ~~International Paper Company~~
• ~~P.H. Glatfelter Company~~
• ~~MeadWestvaco Corporation and~~
• ~~Wausau-Mosinee Paper Corporation~~

Note: The stock price performance shown on the graph below is not necessarily indicative of future price performance.

Years Ending
Base
Period
31-Dec-97 31-Dec-98 31-Dec-99 31-Dec-00 31-Dec-01 31-Dec-02
Schweitzer-Mauduit International Inc. $ 100.00 $ 42.42 $ 38.61 $ 57.31 $ 73.06 $ 77.18
Wilshire 5000 Index $ 100.00 $ 123.43 $ 152.51 $ 135.90 $ 120.99 $ 95.83
New Peer Group $ 100.00 $ 100.25 $ 126.39 $ 101.27 $ 102.13 $ 90.16
Old Peer Group $ 100.00 $ 99.82 $ 134.54 $ 106.62 $ 107.17 $ 94.37


	Base Period 31-Dec-98		Years Ending
	Base Period 31-Dec-98		31-Dec-99		31-Dec-00		31-Dec-01		31-Dec-02		31-Dec-03

Schweitzer-Mauduit International, Inc.	$	100.00	$	91.02	$	135.10	$	172.23	$	181.96	$	226.61

Wilshire 500 Index	$	100.00	$	123.56	$	110.10	$	98.03	$	77.58	$	102.12

Peer Group	$	100.00	$	126.07	$	101.01	$	101.87	$	89.94	$	112.11

CERTAIN TRANSACTIONS AND BUSINESS RELATIONSHIPS

In ~~2002,~~2003, the Corporation and certain of its subsidiaries retained the legal services of the law firm UGGC & Associés. Laurent G. Chambaz, a director of the Corporation, is a partner in UGGC Associés. The cost of such services during ~~2002~~2003 was ~~$70,965,~~$206,547, representing less than ~~one percent (1%)~~1% of the law ~~firm’s~~firm's gross revenues.

In 2002, the Corporation acquired various materials and manufacturing supplies used at its Lee Mills from the West Haven, Connecticut location of xpedx totaling $70,408. Larry B. Stillman, a director of the Corporation, has been the Vice President, Northwest Group, xpedx since 1988. However, the Northwest Group of xpedx has no management or profit and loss responsibility for the West Haven, Connecticut location of xpedx.

Management believes that the cost of services rendered by Mr. Chambaz ~~and the materials and supplies acquired from xpedx~~ during ~~2002~~2003 were reasonable compared with the cost of obtaining similar services, materials and supplies from unaffiliated third parties. Although disclosed, these transactions are not considered by the Corporation to be material to either UGGC & Associés or xpedx and neither Mr. Chambaz nor Mr. Stillman has a ten percent (10%) or greater equity interest in their respective firms.

OTHER MATTERS

The management of the Corporation knows of no other matters to be presented at the ~~2003~~2004 Annual Meeting of Stockholders. Should any other matter requiring a vote of the stockholders arise at the meeting, the persons named in the proxy will vote the proxies in accordance with their best judgment.

Outside Auditors

~~Upon the recommendation of the Audit Committee, the~~The Board of Directors of the Corporation has ~~selected~~approved the Audit Committee's retention of Deloitte & Touche LLP as the principal outside auditors for the Corporation for the current year. Deloitte & Touche LLP has been the outside auditor for the Corporation since its incorporation. Representatives of Deloitte & Touche LLP are expected to be present at the Annual Meeting with the opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions from stockholders.

Stockholder Proposals

Under ~~SEC~~Securities and Exchange Commission rules, if a stockholder ~~wished~~wishes to have a proposal considered for inclusion in the ~~Corporation’s~~Corporation's proxy statement and form of proxy for the ~~2004~~2005 Annual Meeting of Stockholders, a proposal must be received by the Secretary of the Corporation at the ~~Corporation’s~~Corporation's principal executive offices no later than November ~~17, 2003.~~20, 2004. The Corporation reserves the right to decline to include in the ~~Corporation’s~~Corporation's proxy statement any ~~stockholder’s~~stockholder's proposal that does not comply with the rules of the ~~SEC~~Securities and Exchange Commission for inclusion therein.

The By-Laws of the Corporation include requirements applicable to stockholder proposals other than those included in the proxy materials pursuant to the regulations of the ~~SEC.~~Securities and Exchange Commission. Pursuant to the By-Laws, a stockholder proposing to nominate persons for election to the Board of Directors or to introduce other business at the Annual Meeting of Stockholders must give timely written notice to the ~~Corporation’s~~Corporation's Secretary. To be timely, a ~~stockholder’s~~stockholder's notice must be delivered and received at the ~~Corporation’s~~Corporation's principal executive offices not less than ~~fifty (50)~~50 days nor more than ~~seventy five (75)~~75 days prior to the Annual Meeting of Stockholders; provided that if less than ~~sixty (60)~~60 days notice or prior public disclosure of the date of the Annual Meeting of Stockholders is given or made to stockholders, notice by the stockholder to be timely must

be so received not later than the close of business on the 10th day following the day on which such notice of the Annual Meeting of Stockholders date was mailed or such public disclosure of the date was made, whichever first occurs.

The Corporation’s By-Laws further provide that a stockholder’s notice proposing to nominate persons for election to the Board of Directors must contain certain information about both the nominee and the stockholder making the nomination. A stockholder’s notice proposing to bring other business before the Annual Meeting of Stockholders must contain the following:

~~(1)~~ ~~a brief description of the business desired to be brought before the Annual Meeting of Stockholders and the reasons for conducting such business at the Annual Meeting of Stockholders;~~
~~(2)~~ ~~the stockholder’s name and address;~~
~~(3)~~ ~~the class and number of shares of the Corporation’s capital stock beneficially owned by the stockholder;~~
~~(4)~~ ~~any material interest of the stockholder in such business; and~~
~~(5)~~ ~~a representation that such stockholder intends to appear in person or by proxy at the annual meeting to bring such business before the Annual Meeting of Stockholders.~~

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the ~~Corporation’s~~Corporation's directors and executive officers and persons who own more than ~~ten percent (10%)~~10% of a registered class of the ~~Corporation’s~~Corporation's equity securities to file reports with the ~~SEC~~Securities and Exchange Commission regarding beneficial ownership of Common Stock and other equity securities of the Corporation. Officers, directors and greater than ~~10 percent~~10% stockholders are required by ~~SEC~~Securities and Exchange Commission regulations to furnish the Corporation with copies of all forms they file pursuant to Section 16(a).

To the ~~Corporation’s~~Corporation's knowledge, based solely on a review of copies of such reports furnished to the Corporation and written representations that no other reports were required, during the fiscal year ended December 31, ~~2002,~~2003, all officers, directors and greater than ~~ten percent (10%)~~10% beneficial owners complied with the Section 16(a) filing requirements of the Act.

Form 10-K

The ~~Corporation’s~~Corporation's Annual Report to the Securities and Exchange Commission SEC on Form 10-K for the fiscal year ended December 31, ~~2002~~2003 (including the consolidated financial statements and schedules thereto, but excluding exhibits) has been included with the mailing of this Proxy Statement to stockholders of record and beneficial holders as of ~~February 27, 2003.~~March 4, 2004. Additional copies of the ~~Corporation’s~~Corporation's Annual Report to the ~~SEC~~Securities and Exchange Commission on Form 10-K for the fiscal year ended December 31, ~~2002~~2003 (excluding exhibits) will be provided without charge to each stockholder so requesting in writing. Each request must set forth a good faith representation that, as of ~~February 27, 2003,~~March 4, 2004, the record date for the Annual Meeting, the person making the request beneficially owned shares of the ~~Corporation’s~~Corporation's Common Stock. The written request should be directed to: Paul C. Roberts, Chief Financial Officer and Treasurer.

~~Contacting the Audit Committee Chairman or the Lead Non-Management Director~~COMMUNICATING WITH THE BOARD

Stockholders may communicate directly with the Board of Directors by telephonic or written communication as set forth below. Each communication intended for the Board of Directors and ~~employees~~received by the Secretary and General Counsel that is related to the operation of the Corporation will be forwarded to the designated person. The Secretary and General Counsel may ~~contact either~~screen communications solely for the ~~Audit Committee Chairman or~~purpose of eliminating communications that are commercial in nature and not related to the ~~Corporation’s Lead Non-Management Director by phone or by mail as follows:~~

operation of the Corporation and to conduct appropriate security clearance. All communications relating the operation of the Corporation shall be forwarded to the designated recipient in their entirety.






If by phone:		A voice mail message may be left identifying the individual to whom it is directed by calling (866) 528-2593. This is a toll free call and is monitored and accessible only to the General Counsel of the Corporation. Messages received on this line will be maintained in confidence to the extent practicable.




If by mail:		A sealed envelope marked ~~“Confidential”~~"Confidential" and prominently marked on the outside of the envelope that it is directed to the attention of the Audit Committee Chairman or the Lead Non-Management Director, as appropriate, may be mailed to
		Secretary and General Counsel Schweitzer-Mauduit International, Inc. 100 North Point Center East — Suite 600 Alpharetta, Georgia 30022

YOUR VOTE IS IMPORTANT

You are encouraged to let us know your preference by marking the appropriate boxes on the enclosed proxy card.

~~Exhibit A~~INVITATION TO STOCKHOLDERS
NOTICE OF 2004 ANNUAL MEETING
PROXY STATEMENT

~~AUDIT COMMITTEE CHARTER~~

ANNUAL MEETING OF STOCKHOLDERS OF

~~1. Organization~~SCHWEITZER-MAUDUIT INTERNATIONAL, INC.

April 29, 2004

Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.

	\/ Please detach along perforated line and mail in the envelope provided. \/


THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS AND "FOR" PROPOSALS 2 AND 3. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ý

The Audit Committee is a standing committee of the Board of Directors. The Board of Directors shall elect the members of the Audit Committee of the Corporation and shall designate the Chairman of the Committee.

~~2. Purpose~~

FOR AGAINST ABSTAIN
1. The Audit Committee shall provide assistance to the Board of Directors by overseeing and monitoring the integrity of the Corporation’s financial statements, the Corporation’s compliance with financial reporting and related regulatory requirements, the independent auditor’s qualifications and independence and the performance of the Corporation’s internal control function, system of internal controls and system of disclosure controls. The Audit Committee facilitates communications among the Board of Directors, financial and senior management and outside auditors.

~~3. Composition and Qualifications~~

~~The Audit Committee shall consist~~Election of three (3) or more directors as determined by the Board of Directors. The members of the Audit Committee will meet the applicable independence and experience requirements of the New York Stock Exchange, securities laws and the standards of independence adopted by the Corporation’s Board of Directors. Each member of the Audit Committee will have no relationship to the Corporation, including disallowed compensatory arrangements, that may, in the Board of Directors’ reasonable judgment, interfere with the exercise of his or her independence from management and the Corporation. No member of the Audit Committee shall receive any compensation, directly or indirectly, from the Corporation other than that paid for services as a director or committee member. Each member of the Audit Committee shall be financially literate, as such qualification is interpreted by the Board of Directors in its business judgment, or must become financially literate within a reasonable period of time after his or her appointment to the Audit Committee. At least one member of the Audit Committee must have the accounting or related financial management expertise to be considered a “financial expert” in compliance with criteria established by the Securities and Exchange Commission (“SEC”).Class III Directors:

~~4. Responsibilities and Duties~~

~~The Audit Committee’s responsibilities are:~~

a. Recommending to the Board of Directors the annual selection of the outside auditor that audits the financial statements of the Corporation. The outside auditor for the Corporation is ultimately accountable to the Board of Directors and reports directly to the Audit Committee of the Corporation. The Audit Committee has the authority and responsibility to select, compensate, evaluate, and, where appropriate, replace the outside auditor.

b. ~~Ensuring that~~ NOMINEES: 2. To Approve the outside auditor submits on an annual basis to the Audit Committee a formal written statement, in accordance with the Independence Standards Board, delineating relationships between the auditor and the Corporation. The Audit Committee is responsible for engaging in a dialogue with the outside auditor with respect to any disclosed relationships or services that may impact the objectivity and independence of the outside auditor or that may potentially constitute prohibited services. The Audit Committee will recommend appropriate action to ensure the independence of the outside auditor.

Schweitzer-Mauduit International, Inc. Annual Incentive Plan o o o
c. Providing oversight to the financial reporting and disclosure processes and internal control activities of the Corporation, including review of the organization, plans and results of such activity, discussions with management and the outside auditors of the quality and adequacy of the Corporation’s internal control processes and review of the outside auditors’ annual report on the Corporation’s internal controls.o
FOR ALL NOMINEES o Wayne H. Deitrich
o Leonard J. Kujawa
d. ~~Meeting with~~o WITHHOLD AUTHORITY
FOR ALL NOMINEES o Larry B. Stillman 3. To Approve the ~~outside auditors~~Schweitzer-Mauduit International, Inc. Long-Term Incentive Plan o o o

o

FOR ALL EXCEPT
(See instructions below)

4.

In their discretion, the proxies are uthorized to vote as described in the Proxy Statement and ~~financial management of~~upon such other business as may properly come before the ~~Corporation to review~~meeting.

This Proxy when properly executed will be voted in the scope and fees of the proposed audit for the current year and the audit procedures to be utilized, and at the conclusion thereof, reviewing any comments or recommendations of the outside auditors. Additionally, review and pre-approve permitted non-audit services to be providedmanner directed by the ~~outside auditors. Such pre-approval of non-audit services may~~undersigned stockholder. If no direction is made, this Proxy will be ~~performed by~~voted "FOR" Items 1, 2 and 3.

INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark"FOR ALL EXCEPT" and fill in the ~~Audit Committee chairman~~circle next to each nominee you wish to withhold, as shown here: •

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

Please mark here if you plan to attend the meeting. o

To change the address on your account, please check the box at o
right and ~~then reported~~indicate your new address in the address space above.
Please note that changes to the ~~Audit Committee at its next meeting.~~registered name(s) on the account
may not be submitted via this method.

Signature of Stockholder Date: Signature of Stockholder Date:
e. Reviewing as a whole, or through the Audit Committee chairman, and discussing with the outside auditors and management, the Corporation’s interim financial results and other information to be included in the Corporation’s quarterly earnings press release and quarterly reports to be filed with the SEC prior to the issuance of the earnings press release and the Corporation’s filing of the Form 10-Q. This review will include the Corporation’s disclosure under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” management’s report on internal control and the financial reporting and disclosure processes, management certifications, use of “pro-forma” or “adjusted” non-GAAP information, earnings guidance provided to analysts and rating agencies, off-balance sheet structures and the effects of regulatory and accounting initiatives.
f. Reviewing and discussing the financial statements contained in the annual report to shareholders with management and the outside auditor and determining that the outside auditor is satisfied with the disclosure and content of such financial statements. Any proposed or implemented changes in accounting principles should be reviewed. These discussions will include review of significant reserves and unusual accruals, consideration of the suitability of accounting principles, review of contingencies and highly judgmental areas, discussion of audit adjustments, whether or not recorded, and such other inquiries as may be appropriate. If deemed appropriate after such review and discussion, recommend to the Board of Directors that the financial statements be included in the Corporation’s annual report on Form 10-K.
g. Reviewing with the outside auditor any problems or difficulties incurred during the audit and management’s response and holding timely discussions with the outside auditor regarding all critical accounting policies and practices; such reviews and discussions to include all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the outside auditor and other material written communications between the outside auditor and management including, but not limited to, the management letter and schedule of unadjusted differences.
h. ~~Setting clear hiring policies for the Corporation for employees or former employees of the outside auditor.~~
Note:
i. ~~Obtaining advice and assistance from outside legal, accounting~~Please sign exactly as your name or ~~other advisors~~names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as ~~deemed appropriate to fully execute~~executor, administrator, attorney, trustee or guardian, please give full title as such. If the ~~Committee’s duties and responsibilities.~~
j. ~~Reviewing and approving the Audit Committee Report required under SEC rules to be included~~signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in ~~the Corporation’s annual proxy statement.~~
k. ~~Reviewing and reassessing the adequacy of the Audit Committee Charter on an annual basis, with the charter approved~~partnership name by ~~the Board of Directors.~~authorized person.

l. ~~Reporting regularly to the Board of Directors regarding the execution of its duties and responsibilities.~~
m. ~~Performing an annual self-assessment relative to the Audit Committee’s purpose, duties and responsibilities outlined herein.~~
n. ~~Performing such other duties as the Board of Directors may from time-to-time prescribe.~~

While the Audit Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Corporation’s financial statements are complete, accurate and in accordance with generally accepted accounting principles. This is the responsibility of management and the outside auditor. Nor is it the duty of the Audit Committee to conduct investigations or to assure compliance with laws and regulations and the Corporation’s policies.

~~5. Meetings~~

The Audit Committee shall meet at least four (4) times annually, or more frequently as circumstances dictate. Each regularly scheduled meeting shall conclude with an executive session of the Committee, excluding members of management and the outside auditors, and on such terms and conditions as the Committee may elect. The Audit Committee shall meet periodically, but at least annually, with management, the outside auditors and those responsible for the Corporation’s internal control function in separate executive sessions to discuss any matters that the Committee, the outside auditors, management or those responsible for internal control believe should be discussed privately. In addition, the Committee shall review the quarterly financial statements with the outside auditor and management as prescribed in 4.e. above.

~~INVITATION TO STOCKHOLDERS~~

~~NOTICE OF 2003 ANNUAL MEETING~~

~~PROXY STATEMENT~~

SCHWEITZER-MAUDUIT INTERNATIONAL, INC.
100 North Point Center East
Suite 600
Alpharetta, Georgia 30022-8246

COMMON STOCK PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

For Annual Meeting of Stockholders, April ~~24, 2003~~29, 2004

The undersigned hereby appoints JOHN W. RUMELY, JR., PAUL C. ROBERTS and WAYNE L. GRUNEWALD, and each of them, proxies with full power of substitution, to represent and to vote as set forth herein all the shares of Common Stock of Schweitzer-Mauduit International, Inc. (the ~~“Corporation”~~"Corporation") held of record by the undersigned on ~~February 27, 2003,~~March 4, 2004, at the Annual Meeting of Stockholders of the Corporation, to be held at the ~~Corporation’s~~Corporation's headquarters, 100 North Point Center East, Alpharetta, GA 30022 at 11:00 a.m. local time, on Thursday, April ~~24, 2003,~~29, 2004, and any adjournment thereof.

(Continued and to be signed on the reverse side)

QuickLinks

~~ANNUAL MEETING~~NOMINATION OF ~~STOCKHOLDERS~~DIRECTORS
PROPOSAL ONE ELECTION OF

DIRECTORS
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE
PROPOSAL TWO APPROVAL OF THE SCHWEITZER-MAUDUIT INTERNATIONAL, INC. ANNUAL INCENTIVE PLAN

~~April 24,~~
PROPOSAL THREE APPROVAL OF THE SCHWEITZER-MAUDUIT INTERNATIONAL, INC. LONG-TERM INCENTIVE PLAN
Summary Compensation Table
2003


		~~COMPANY NUMBER~~
~~Please date, sign and mail your proxy card in the envelope provided as soon as possible.~~
		~~ACCOUNT NUMBER~~

Option Grants
~~— Please detach~~Aggregated Options Exercises in 2003 and ~~mail in the envelope provided. —~~2003 Year-End Option Values


~~THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF DIRECTORS.~~ Table A Final Average Pay Formula Benefit Table B Retirement Contribution Credit Table C Cash Balance Benefit Formula YOUR VOTE IS IMPORTANT ~~PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE~~ x

~~1. Election of Class II Directors~~ o~~FOR ALL NOMINEES~~ o~~WITHHOLD AUTHORITY~~ ~~FOR ALL NOMINEES~~ o~~FOR ALL EXCEPT~~ ~~(See Instruction Below)~~	~~NOMINEES~~ o ~~K. C. Caldabaugh~~ o ~~Jean - Pierre Le Hétet~~ o ~~Richard D. Jackson~~	~~2. In their discretion, the proxies are authorized to vote as described in the Proxy Statement and upon such other business as may properly come before the meeting.~~ ~~This Proxy when properly executed will be voted in the manner directed by the undersigned stockholder. If no direction is made, this Proxy will be voted “FOR” Item 1.~~ ~~PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.~~

~~INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here:~~ x

To change the address on your account please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. o		~~Please check here if you plan to attend the meeting.~~ o

~~Signature of Stockholder~~

~~Date~~

~~Signature of Stockholder~~

~~Date~~

Note: This proxy must be signed exactly as the name appears hereon. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title(s) as such, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.