CONSULTING AGREEMENT


          THIS
AGREEMENT is made and entered into as of the December 5, 2008 by and between
Albany International Corp. (hereinafter referred to as the “Company”) and
Christopher Wilk (hereinafter referred to as the “Consultant”). 


          WHEREAS,
the Consultant is a full time employee of the Company whose employment will be
involuntarily terminated as of January 1, 2009 when his position is eliminated;
and 


          WHEREAS,
the Consultant possesses certain knowledge and skills beneficial to the
business of the Company; and 


          WHEREAS,
the Company wishes to temporarily utilize the knowledge and skills of the
Consultant in the endeavors of its business following the termination of his
position; and 


          WHEREAS,
the Consultant wishes to continue to work, by providing services to the Company
from time to time as an independent consultant, as set forth herein. 


          NOW,
THEREFORE, in consideration of the mutual covenants and promises set forth in
this Agreement, the receipt and sufficiency of which are hereby acknowledged,
the Consultant and the Company agree as follows: 


	
 

	
 

	
 


	
1.

	
Creation of
 Independent Consultant Relationship 


	
 

	
 

	
 


	
 

	
a.

	
The Company
 and the Consultant mutually agree that effective January 1, 2009 the Consultant
 will commence a relationship with the Company to provide services, as needed,
 as an independent consultant. The term of this Agreement shall be for a
 period of three months, though the parties may extend this Agreement upon
 mutual written consent. 


	
 

	
 

	
 


	
 

	
b.

	
During the
 term of this Agreement, the Consultant shall, as requested by the Company,
 provide the services set forth on Schedule “A” hereto. The parties agree that
 the Consultant shall spend a minimum of 40 hours per month, and a maximum of
 80 hours per month, discharging the Consultant’s duties hereunder. The
 Consultant and the Company shall mutually agree on the time and location when
 the Consultant’s duties hereunder are performed. Consultant shall report to
 Ralph M. Polumbo, or his designee. In the event the Company does not require
 40 hours of consulting service in any month, Consultant will nevertheless be
 paid for 40 hours of service.


	
 

	
 

	
 


	
 

	
c.

	
It is agreed
 that the parties will discharge their duties using their best efforts.


	
 

	
 

	
 


	
 

	
d.

	
In consideration
 for the Consultant’s performance of the Consultant’s duties under this
 Agreement, the Company will pay the Consultant at the rate of $100.00 per
 hour. Payments shall be made to the Consultant by the 15th of each
 month for the service provided in the preceding month, commencing February
 15, 2009 based upon records submitted by the Consultant and approved by the
 Company. The Consultant represents he has a Social Security number, or
 Federal Taxpayer 





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Identification
 number, and will be solely responsible for any taxes due as a result of the
 foregoing payments.


	
 

	
 

	
 


	
 

	
e.

	
The
 Consultant hereby further represents that he has independently investigated
 and satisfied himself of the income tax and Social Security implications of
 this Agreement.


	
 

	
 

	
 


	
 

	
f.

	
All actual
 and reasonable expenses incurred by the Consultant in the direct performance
 of his duties hereunder will be reimbursed by the Company, upon presentation
 of the appropriate documentation, to the extent consistent with the Company’s
 travel and expense policy applicable to the Company’s own employees.


	
 

	
 

	
 


	
 

	
g.

	
The Company
 and the Consultant agree that the Consultant is an independent contractor,
 and is not an employee of the Company. The Consultant shall not be entitled
 to pension, 401(K), health insurance or any other benefits to which employees
 of the Company are entitled, whether by contract, policy or applicable law,
 except nothing herein shall divest or diminish the benefits which the
 Consultant may have already accrued prior to his resignation. 


	
 

	
 


	
2.

	
Performance


	
 

	
 


	
 

	
The
 Consultant understands and agrees that the Company’s obligation to perform
 under this Agreement is conditioned upon the Consultant’s performance of his
 agreements with, and covenants to the Company, as set forth in this
 Agreement. In the event the Consultant breaches any such agreement or
 covenant or causes any such covenant or agreement to be breached, the Company
 shall have the right to terminate this Agreement immediately upon written
 notice to the Consultant, after which the Company shall have no further
 liability or obligation to the Consultant.


	
 

	
 


	
3.

	
Non-Exclusivity/Agreement
 Not to Provide Services to Competitors


	
 

	
 


	
 

	
The Parties
 acknowledge that Consultant shall not be bound to provide services
 exclusively to the Company. However, during the term of this Agreement, the
 Consultant agrees that he will not provide any services whether as an
 employee or independent contractor, to any entity that in anyway may be
 deemed to be competitive to the Company, without prior written approval of
 the Company. Moreover, Consultant shall be permitted to sell the training
 program he has developed for the Company called Albany Management Institute
 to other entities, provided such program is not sold or marketed to any
 entities in competition with the Company. For the purposes of this paragraph,
 an entity shall be considered to be in competition with the Company if it
 designs, manufactures or sells a) paper machine clothing, b) high speed
 overheads doors, c) engineered fabrics or d) engineered composites used in
 the aerospace industries.


	
 

	
 


	
4.

	
Confidential
 Information


	
 

	
 


	
 

	
It is
 further agreed that all aspects of the Company’s business, products,
 prospects, plans and strategies, including, but not limited to, the
 identities, needs and preferences of its customers, internal business
 operations and pricing information, manufacturing know-





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how,
 technical attributes of Products and any and all other trade secrets
 (collectively, “Confidential Information”), are confidential and secret,
 shall be maintained in confidence and not disclosed to any third party, and
 shall remain the exclusive property of the Company. Any Confidential
 Information may be used by the Consultant solely to discharge his obligations
 hereunder, and shall not be used for any other purpose. All Confidential
 Information shall be returned by the Consultant to the Company within 30 days
 of the termination of this Agreement, together with a statement certifying:
 (1) that Consultant has returned all Confidential Information in his
 possession; and (2) that Consultant has at all times maintained the
 confidential nature of the Confidential Information. 


	
 

	
 


	
5.

	
Indemnity 


	
 

	
 


	
 

	
The Company
 shall save the Consultant harmless from and against and indemnify the
 Consultant against any and all liability, loss, expense or damages claimed by
 any third party, arising as a result of the performance of the Consultant’s
 duties hereunder, to the extent attributable to any act of omission of the
 Company, including but not limited to, any injury (whether to body, property
 or business character or reputation) sustained by any such third party. The
 Consultant shall save the Company harmless from and against and indemnify the
 Company against any and all liability, loss, expense or damages claimed by
 any third party to the extent attributable to any breach by the Consultant of
 his obligations hereunder, or any other act or omission of the Consultant
 constituting gross negligence. 


	
 

	
 


	
6.

	
Waiver 


	
 

	
 


	
 

	
Neither
 party will be deemed to have waived any right, power or privilege under this
 agreement, or any provision thereof, unless such waiver shall be duly
 executed in writing and acknowledged by the party to be charged with such
 waiver. Accordingly, the failure of either party to enforce any provision of
 this Agreement will not be construed as a waiver of such provision, nor in
 any way affect the validity of this Agreement or any part thereof. No waiver
 of any breach of this Agreement will be held to be a waiver of any other
 subsequent agreement. 


	
 

	
 


	
7.

	
Successors
 and Assigns 


	
 

	
 


	
 

	
This
 Agreement shall inure to and be binding upon the Company and its respective
 successors and assigns. This Agreement may not be assigned by the Consultant.
 


	
 

	
 


	
8.

	
Governing
 Law 


	
 

	
 


	
 

	
This
 Agreement shall be construed in accordance with the laws of the State of New
 York and any applicable federal laws. 


	
 

	
 


	
9.

	
Entire
 Agreement: Modification of Agreement 





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This
 Agreement constitutes the entire understanding of the parties, and no
 representation, promise or inducement not included in this Agreement shall be
 binding upon the parties. The Consultant affirms that the terms set forth
 herein constitute the sole consideration for his execution of this Agreement
 and that no other promises or assurances of any kind have been made to it by
 the Company or any other entity or person as inducement for it to sign this
 Agreement. This Agreement may not be changed orally, but only by an agreement
 in writing signed by the parties or their respective heirs, legal
 representatives, successors and assigns. 


	
 

	
 


	
10.

	
Partial
 Invalidity 


	
 

	
 


	
 

	
The parties
 agree that the provisions of this Agreement shall be deemed severable and
 that the invalidity or unenforceability of any portion or any provision shall
 not affect the validity or enforceability of the other portions or
 provisions. Such provisions shall be appropriately limited and given effect
 to the extent that they may be enforceable. 


	
 

	
 


	
11.

	
Headings 





The headings
or titles of sections of this Agreement are for convenience and reference only
and do not constitute a part of this Agreement. 


IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be executed as of he
date first set forth above. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Albany
 International Corp.


	
 

	
 

	
 

	
 


	
/s/
 Christopher Wilk

	
 

	
By:

	
/s/ Ralph M.
 Polumbo


	



	
 

	
 

	




	
Christopher Wilk

	
 

	
 

	
     Ralph M. Polumbo


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Its

	
     Sr. Vice
 President – Human Resources


	
Date
 1/6/2009

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Date 1/12/09





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Appendix A


The Consultant
shall perform various job functions and project tasks as assigned to him by the
Company, including, but not limited to the preparation or materials for, and
implementation of, a supervisor training program. 


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