Corporate Governance

[The information given in this section is as of May 28, 2010.]

Certificate of Incorporation

Company By Laws

Corporate Governance Guidelines

The Board of Directors

The Company is governed by a Board of Directors, all of whom are elected annually by the stockholders. Pursuant to the By Laws, the Board of Directors may increase or decrease the number of directors from time to time, but not to less than three. At present, there are ten directors. Regular meetings of the Board of Directors are held quarterly. Pursuant to the rules of the New York Stock Exchange, a meeting of the non-management directors is normally held in conjunction with each regular meeting. The "non-management" directors include all of the directors other than Joseph G. Morone, the President and Chief Executive Officer; and John C. Standish, Senior Vice President - Manufacturing, Americas Business Corridor.

Persons may communicate directly with the non-management directors as a group by writing to:

Chairman of the Board
Albany International Corp.
P.O. Box 1907
Albany, N.Y. 12201-1907

Board Committees

The Board of Directors has three standing committees: an Audit Committee, a Compensation Committee, and a Governance Committee.

The Audit Committee assists the Board of Directors in fulfilling its fiduciary responsibilities regarding the Company's accounting and financial reporting practices and internal controls with respect to accounting, finance, legal compliance and ethics, and provides a means of open communication among the independent auditors, management, the Company's internal auditors and the Board of Directors. The Board of Directors has designated the Audit Committee as the Company's "Qualified Legal Compliance Committee" pursuant to the rules of the Securities and Exchange Commission with respect to Section 307 of the Sarbanes-Oxley Act. Under the Corporate Governance Rules of the New York Stock Exchange ("the NYSE Rules"), the Audit Committee has "sole authority" to "hire and fire" auditors. All of the members of the Audit Committee are "independent" as such term is defined in the Sarbanes-Oxley Act and the NYSE Rules. Pursuant to the NYSE Rules, the Board of Directors has determined that all of the current members of the Audit Committee are "financially literate" and that at least one member of the Committee has "accounting or related financial management expertise". The Board of Directors has also determined that one member of the Audit Committee, Paula H. J. Cholmondeley, is a "financial expert", as such term is defined in Item 401 of Regulation SK of the Securities and Exchange Commission.

The Compensation Committee determines the compensation of the directors and executive officers; assists the Board of Directors in the creation and implementation of employee compensation, incentive and benefit policies and plans; administers pension and other employee benefit plans; and administers and decides on grants under the stock option and restricted stock plans.

The Governance Committee reviews and recommends changes in the Company's Corporate Governance Guidelines and governance and management structure; evaluates the effectiveness of the Board of Directors, its committees and the directors; and reviews management succession planning.

The Company's Corporate Governance Guidelines set forth criteria employed by the Governance Committee and the Board of Directors in determining whether a person is qualified to serve as a director of the Company. Shareholders who wish to recommend a person to be considered for nomination to the Board of Directors may do so by writing to:

Chairman, Governance Committee
Albany International Corp.
P.O. Box 1907
Albany, New York 12201

Independence of Directors

The NYSE Rules provide that a company more than 50% of the voting power of which is held by an individual, a group or another company will be considered to be a "controlled company". J. Spencer Standish, related persons (including Christine L. Standish and John C. Standish, directors of the Company) and Thomas R. Beecher, Jr., as sole trustee of trusts for the benefit of descendents of J. Spencer Standish, now hold, in the aggregate, shares entitling them to cast approximately 55% of the combined votes entitled to be cast by all stockholders of the Company. Accordingly, the Company is a "controlled company" under the NYSE Rules. The Company has elected to avail itself of the provisions of the NYSE Rules exempting a controlled company from the requirements that the Board of Directors include a majority of "independent" directors and that the Compensation and Governance Committees be composed entirely of "independent" directors. Not all of the members of the Compensation Committee or the Governance Committee of the Company are "independent". The Board of Directors has determined that all of the members of the Audit Committee are "independent".

The Executive Officers

Information about the Executive Officers of the Company may be found in the Company's annual report to the Securities and Exchange Commission on Form 10-K.

Meetings of Stockholders

The Annual Meeting of Stockholders is held on a date prior to September 1 chosen by the Board of Directors. Normally, the Annual Meeting is held early in May in the Albany, New York area. The Company has two classes of common stock outstanding: Class A and Class B. Each share of Class A Common Stock is entitled to one vote; each share of Class B Common Stock is entitled to ten votes.

The presence, in person or by proxy, of shares having a majority of the total number of votes entitled to be cast at the meeting is necessary to constitute a quorum at a meeting of stockholders. If a quorum is present, a plurality of the votes actually cast is required for the election of directors. A majority of the votes entitled to be cast (including shares present but not voted) is required for any other action.

Business Ethics and Legal Compliance

The Company has adopted a Business Ethics Policy applicable to all directors, officers, and employees of the Company and its subsidiaries. (A European Addendum supplements the Business Ethics Policy for employees located within the European Union.)

The Company has also adopted a Code of Ethics for the Chief Executive Officer, the Chief Financial Officer and Controller.

The Board of Directors has designated the Audit Committee of the Board of Directors as the Company's "Qualified Legal Compliance Committee" pursuant to the rules of the Securities and Exchange Commission with respect to Section 307 of the Sarbanes-Oxley Act.

Communication of Concerns or Complaints

The Company has established the following procedure for the Communication of Concerns and Complaints, including a concern or complaint relating to accounting, auditing, or internal control matters:

(A European Addendum supplements this procedure for employees located within the European Union.)

The Company has also adopted an EU Personal Data Privacy policy to facilitate the free flow of information under the above-referenced reporting procedures, and for general business purposes.

Communications from Security Holders

It is the policy of the Company to forward to each member of the Board of Directors any communication from a security holder addressed to the Board of Directors and to forward to each director any communication addressed to such director. Such communications may be sent to:

Albany International Corp.
P.O. Box 1907
Albany, New York 12201

Request Copies of Documents

Stockholders of the Company may obtain a copy of the Corporate Governance Guidelines, the Charter of a standing committee, the Business Ethics Policy, or the Code of Ethics, without charge, by writing to:

Investor Relations Department
Albany International Corp.
P.O. Box 1907
Albany, New York 12201-1907