AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LYDALL, INC.
Article 1. The name of the corporation is Lydall, Inc. and is sometimes hereinafter referred to as the "Company."
Article 2. The address of the Company's registered office in the State of Delaware is Corporation Trust Center,
1209 Orange Street in the City of Wilmington, County of New Castle and the name of the Company's registered
agent at such address is The Corporation Trust Company.
Article 3. The nature of the business to be transacted and the purposes to be promoted or carried out by the
Company are as follows:
To do a general manufacturing business and to engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.
Article 4. The designation of each class of stock, the authorized number of shares of each such class, and the par
value of each share thereof, are as follows:
Article 5. The terms, limitations and relative rights and preferences of each class of shares and series thereof and
an express grant of authority to the Board of Directors pursuant to Section 151 of the General Corporation Law
of Delaware are as follows:
a) The holders of the Common Stock shall each be entitled to one vote per share.
Last amended 5/10/95
b) The Board of Directors is authorized, subject to any limitations prescribed by law, to provide for the issuance
of the shares of Preferred Stock in series, and by filing a certificate pursuant to the applicable law of the State of
Delaware, to establish from time to time the number of shares to be included in each such series, and to fix the
designation, powers, preferences and rights of the shares of each such series and any qualifications, limitations or
restrictions thereof. The number of authorized shares of Preferred Stock may be increased or decreased (but not
below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the
Common Stock, without a vote of