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<page> State of Delaware Office of the Secretary of State I, Edward J. Freel, Secretary of State of the State of Delaware, Do Hereby Certify the Attached Is a True and Correct Copy of the Certificate of Amendment of "Lydall, Inc.", Filed in This Office on the Fourteenth Day of August, A.D. 1995, at 4:30 O'CLOCK P.M. a Certified Copy of This Certificate Has Been Forwarded to the New Castle County Recorder of Deeds for Recording. [Seal Appears Here] /S/ Edward J. Freel Edward J. Freel, Secretary of State 2136103 8100 Authentication: 7608300 950184123 Date: 08-15-95 <page> Certificate of Amendment of Restated Certificate of Incorporation of Lydall, Inc. Lydall, Inc., a Corporation Organized and Existing Under the General Corporation Law of the State of Delaware (The "Corporation"), Does Hereby Certify That: The Amendment to the Corporation's Restated Certificate of Incorporation Set Forth in the Following Resolution Approved by the Corporation's Board of Directors and Stockholders Was Duly Adopted in Accordance With the Provisions of Section 242 of the General Corporation Law of the State of Delaware: Resolved: That Article 4 of the Restated Certificate of Incorporation of This Corporation Be Amended to Read as Follows, in Its Entirety: 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: Authorized Number Designation of Shares Par Value Common Stock 30,000,000 $ .10 Preferred Stock 500,000 $ 1.00 in Witness Whereof, Lydall, Inc. Has Caused This Certificate to Be Signed and Attested by Its Duly Authorized Officers This 14th Day of August, 1995. Attest: Lydall, Inc. /S/ Mary Adamowicz by /S/ Carole F. Butenas - Mary Adamowicz Carole F. Butenas Secretary Vice President
