Common Stock Certificate for Schweitzer-Mauduit International, Inc.

Summary

This document is a form of common stock certificate issued by Schweitzer-Mauduit International, Inc. It certifies ownership of fully paid and non-assessable shares of the company's common stock. The certificate is transferable on the corporation's books by the holder or an authorized attorney upon proper endorsement and surrender. It also references certain rights under a Rights Agreement with American Stock Transfer & Trust Company, which may affect the certificate under specific circumstances. The certificate must be countersigned by the transfer agent and registered by the registrar to be valid.

EX-4.1 2 g65075ex4-1.txt FORM OF COMMON STOCK CERTIFICATE 1 EXHIBIT 4.1 [PHOTO] COMMON STOCK SCHWEITZER-MAUDUIT INTERNATIONAL, INC. COMMON STOCK PAR VALUE $.10 [SHARES] [NUMBER] INCORPORATED UNDER THIS CERTIFICATES TRANSFERABLE IN ________, ______________________, _______ SEE REVERSE FOR THE LAWS OF DELAWARE CERTAIN DEFINITIONS CUSIP 808541 10 6 THIS CERTIFIES THAT IS THE OWNER OF FULL-PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF SCHWEITZER-MAUDUIT INTERNATIONAL, INC. CERTIFICATE OF STOCK transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are issued and shall be subject to all the provisions of the Certificate of Incorporation, as amended from time to time, of the Corporation (a copy of which is on file with the Transfer Agent), to all of which the holder of this Certificate assents by acceptance hereof. This Certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar. Witness the seal of the Corporation and the signatures of its duly authorized officers. COUNTERSIGNED AND REGISTERED: AMERICAN STOCK TRANSFER & TRUST COMPANY BY TRANSFER AGENT AND REGISTRAR AUTHORIZED SIGNATURE /s/ W.H. Deitrich /s/ P.C. Roberts - ------------------------------------------------- ------------------------------------- CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER CHIEF FINANCIAL OFFICER AND TREASURER

2 SCHWEITZER-MAUDUIT INTERNATIONAL, INC. This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Schweitzer-Mauduit International, Inc. and American Stock Transfer & Trust Company, amended and restated as of October 1, 2000 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Schweitzer-Mauduit International, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Schweitzer-Mauduit International, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Person (as defined in the Rights Agreement) shall become null and void. THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF OF THE CORPORATION AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. SUCH REQUEST MAY BE MADE TO THE OFFICE OF THE SECRETARY OF THE CORPORATION OR TO THE TRANSFER AGENT. ------------ The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common UNIF GIFT MIN ACT -- _____________ Custodian ___________ TEN ENT -- as tenants by the entireties (Cust) (Minor) JT TEN -- as joint tenants with right of under Uniform Gifts to Minors survivorship and not as tenants Act __________________ in common (State)

Additional abbreviations may also be used though not in the above list. For value received, __________________ hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE [ ] ________________________________________________________________________________ (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE) ________________________________________________________________________________ ________________________________________________________________________________ _________________________________________________________________________ Shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint _____________________________________________ Attorney to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises. Dated,__________________________ (SIGNATURE) _______________________________________ Notice: the signature(s) to this assignment must correspond with the name(s) as written upon the face of the certificate in every particular without alteration or enlargement or any change whatever. (SIGNATURE) ________________________________________ THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. SIGNATURE(S) GUARANTEED BY: ________________________________________