Exchange Agreement

EXECUTION COPY

EXHIBIT (10.8)

     This is a SECOND AMENDMENT AGREEMENT, dated as of April 6, 2009 (this “ Second Amendment ”), under the Exchange Agreement, dated as of April 3, 2009 (the “ Exchange Agreement ”), as amended by the Amendment Agreement, dated as of April 6, 2009 (the “ Amended Exchange Agreement ”), by and between J.P. Morgan Securities Inc. (the “ Noteholder ”) and Albany International Corp. (the “ Company ” and together with the Noteholder, the “ Parties ”). Capitalized terms used but not otherwise defined herein shall have the meaning assigned to them in the Exchange Agreement.

WHEREAS, the Parties entered into the Exchange Agreement pursuant to which the Noteholder agreed to exchange a fixed amount of $93,984,000 in aggregate principal amount of the Company’s 2.25% Convertible Senior Notes due 2026 (the “ Convertible Notes ”) for (i) an equivalent amount of the Company’s 2.25% Senior Notes due 2026 plus (ii) the Cash Payment (as defined in the Exchange Agreement) per Convertible Note;

WHEREAS, the Parties entered into an amendment pursuant to which the Parties agreed to make certain amendments to the terms and conditions of the Exchange Agreement to reflect that the Noteholder and the Company shall exchange an amount up to $93,984,000 in aggregate principal amount of the Convertible Notes owned by the Noteholder on the Closing Date and certain other changes; and

WHEREAS, the Parties have agreed to make certain amendments to the terms and conditions of the Amended Exchange Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows: