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                                                                    Exhibit 3.2

                          AMENDED AND RESTATED BY-LAWS
                                       OF
                               POLYMER GROUP, INC.
                             A DELAWARE CORPORATION

                                    ARTICLE I
                                     OFFICES

     Section 1.    REGISTERED OFFICE. The registered office of the Corporation
in the State of Delaware shall be located at 32 Loockerman Square, Suite L-100,
Dover, Delaware, County of Kent. The name of the Corporation's registered agent
at such address is The Prentice-Hall Corporation System, Inc. The registered
office and/or registered agent of the Corporation may be changed from time to
time by action of the board of directors.

     Section 2.    OTHER OFFICES. The Corporation may also have offices at such
other places, both within and without the State of Delaware, as the board of
directors may from time to time determine or the business of the Corporation may
require.

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

     Section 1.    PLACE AND TIME OF MEETINGS. An annual meeting of the
stockholders shall be held each year for the purpose of electing directors and
conducting such other proper business as may come before the meeting. Unless
otherwise directed by the board of directors, annual meetings of stockholders
shall be held on the fourth Friday in May beginning in 2003, if not a legal
holiday and, if a legal holiday, then on the first preceding regular business
day. At the annual meeting, stockholders shall elect directors and transact such
other business as properly may be brought before the meeting pursuant to Article
II, Section 11 hereof.

     Section 2.    SPECIAL MEETINGS. Special meetings of stockholders may be
called for any purpose and may be held at such time and place, within or without
the State of Delaware, as shall be stated in a notice of meeting or in a duly
executed waiver of notice thereof. Such meetings may be called at any time by
the chairman of the board, the president, the board of directors, any two
directors or stockholders of the Corporation holding at least 25% of the
outstanding shares of the Corporation's common stock, in each case, by written
notice to the secretary of the Corporation (or, if no secretary is then in
office, an assistant secretary or the chairman of the board or president of the
Corporation). The notice required by the foregoing sentence shall set forth the
date (which shall not be less than twenty (20) nor more than sixty (60) days
after the date of such notice), time and purpose or purposes of the meeting in
reasonable detail. Thereafter, the Corporation promptly shall take all steps
required by this Article II, the General Corporation Law of the State of
Delaware, as amended, the Securities Exchange Act of 1934, as amended, the rules
and regulations promulgated thereunder, and all other applicable laws, rules and
regulations, to call a special meeting of the stockholders on the date and time
and solely for the purpose or purposes set forth in such notice. The only
matters that may be considered at any special meeting of the stockholders are
the matters specified in the notice of the meeting delivered by the Corporation
to the stockholders pursuant to Section 4 of this Article II.

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     Section 3.    PLACE OF MEETINGS. The board of directors may designate any
place, either within or without the State of Delaware, as the place of meeting
for any annual meeting or for any special meeting called by the board of
directors. If no designation is made, or if a special meeting be otherwise
called, the place of meeting shall be the principal executive office of the
Corporation.

     Section 4.    NOTICE. Whenever stockholders are required or permitted to
take action at a meeting, written or printed notice stating the place, date,
time, and, in the case of special meetings, the purpose or purposes, of such
meeting, shall be given to each stockholder entitled to vote at such meeting not
less than ten (10) nor more than sixty (60) days before the date of the meeting.
All such notices shall be delivered, either personally or by mail, by or at the
direction of the board of directors, the chairman of the board, the president or
the secretary, and if mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, postage prepaid, addressed to the
stockholder at his, her or its address as the same appears on the records of the
Corporation. Attendance of a person at a meeting shall constitute a waiver of
notice of such meeting, except when the person attends for the express purpose
of objecting at the beginning of the meeting to the transaction of any business
because the meeting is not lawfully called or convened.

     Section 5.    STOCKHOLDERS LIST. The officer having charge of the stock
ledger of the Corporation shall make, at least 10 days before every meeting of
the stockholders, a complete list of the stockholders entitled to vote at such
meeting arranged in alphabetical order, showing the address of each stockholder
and the number of shares registered in the name of each stockholder. Such list
shall be open to the examination of any stockholder, for any purpose germane to
the meeting, during ordinary business hours, for a period of at least 10 days
prior to the meeting, either at a place within the city where the meeting is to
be held, which place shall be specified in the notice of the meeting or, if not
so specified, at the place where the meeting is to be held. The list shall also
be produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.

     Section 6.    QUORUM. The holders of a majority of the outstanding shares
of capital stock entitled to vote, present in person or represented by proxy,
shall constitute a quorum at all meetings of the stockholders, except as
otherwise provided by statute or by the certificate of incorporation. If a
quorum is not present, the holders of a majority of the shares present in person
or represented by proxy at the meeting, and entitled to vote at the meeting, may
adjourn the meeting to another time and/or place. When a specified item of
business requires a vote by a class or series (if the Corporation shall then
have outstanding shares of more than one class or series) voting as a class, the
holders of a majority of the outstanding shares of such class or series entitled
to vote, present in person or represented by proxy, shall constitute a quorum
(as to such class or series) for the transaction of such item of business.

     Section 7.    ADJOURNED MEETINGS. When a meeting is adjourned to another
time and place, notice need not be given of the adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the Corporation may transact any business which
might have been transacted at the original meeting. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is

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fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the meeting.

     Section 8.    VOTE REQUIRED. When a quorum is present, the affirmative vote
of the majority of shares present in person or represented by proxy at the
meeting and entitled to vote on the subject matter shall be the act of the
stockholders, unless (i) by express provisions of an applicable law or of the
certificate of incorporation a different vote is required, in which case such
express provision shall govern and control the decision of such question, or
(ii) the subject matter is the election of directors, in which case Section 2 of
Article III hereof shall govern and control the approval of such subject matter.

     Section 9.    VOTING RIGHTS. Except as otherwise provided by the General
Corporation Law of the State of Delaware or by the certificate of incorporation
of the Corporation or any amendments thereto and subject to Section 3 of Article
VI hereof, every stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of common stock held
by such stockholder.

     Section 10.   PROXIES. Each stockholder entitled to vote at a meeting of
stockholders may authorize another person or persons to act for him or her by
proxy, but no such proxy shall be voted or acted upon after three years from its
date, unless the proxy provides for a longer period. A duly executed proxy shall
be irrevocable if it states that it is irrevocable and if, and only as long as,
it is coupled with an interest sufficient in law to support an irrevocable
power. A proxy may be made irrevocable regardless of whether the interest with
which it is coupled is an interest in the stock itself or an interest in the
Corporation generally. Any proxy is suspended when the person executing the
proxy is present at a meeting of stockholders and elects to vote, except that
when such proxy is coupled with an interest and the fact of the interest appears
on the face of the proxy, the agent named in the proxy shall have all voting and
other rights referred to in the proxy, notwithstanding the presence of the
person executing the proxy. At each meeting of the stockholders, and before any
voting commences, all proxies filed at or before the meeting shall be submitted
to and examined by the secretary or a person designated by the secretary, and no
shares may be represented or voted under a proxy that has been found to be
invalid or irregular.

     Section 11.   BUSINESS BROUGHT BEFORE A MEETING. At an annual meeting of
the stockholders, only such business shall be conducted as shall have been
properly brought before the meeting pursuant to this Section 11 of Article II;
provided that, nominations for the election of directors properly made pursuant
to the provisions of Article III, Section 5 of these by-laws shall also be
considered at such annual meeting. To be properly brought before an annual
meeting, business must be (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the board of directors, (b)
brought before the meeting by or at the direction of the board of directors, or
(c) otherwise properly brought before the meeting by a stockholder. For business
to be properly brought before an annual meeting by a stockholder, the
stockholder must have given timely notice thereof in writing to the secretary of
the Corporation. To be timely, a stockholder's notice must (x) be delivered to
or mailed and received at the principal executive offices of the Corporation, at
any time prior to the date of the annual meeting, and (y) comply with all
applicable requirements of the Securities Exchange Act of 1934, as amended, and
the rules and regulations thereunder with respect to the matters set forth in
this

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Section 11 of Article II. A stockholder's notice to the secretary shall set
forth as to each matter the stockholder proposes to bring before the annual
meeting (a) a brief description of the business desired to be brought before the
annual meeting, (b) the name and address, as they appear on the Corporation's
books, of the stockholder proposing such business, (c) the class and number of
shares of the Corporation which are beneficially owned by the stockholder, and
(d) any material interest of the stockholder in such business. Notwithstanding
anything in these by-laws to the contrary, no business shall be conducted at an
annual meeting except in accordance with the procedures set forth in this
Section 11 of Article II. The board of directors shall, if the facts warrant,
determine that the business was not properly brought before the meeting and in
accordance with the provisions of this Section 11 of Article II; and if it
should so determine, the board shall so declare to the meeting and any such
business not properly brought before the meeting shall not be transacted.

     Section 12.   ACTION BY WRITTEN CONSENT. Any action required or permitted
to be taken at any meeting of the stockholders of the Corporation may be taken
by written consent in lieu of a meeting of the stockholders of the Corporation
without a meeting, without prior notice and without a vote, if a consent or
consents in writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted and shall be
delivered to the Corporation by delivery to its registered office in the State
of Delaware, its principal place of business or an officer or agent of the
Corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Such delivery shall be by hand or by certified or
registered mail, return receipt requested.

                                   ARTICLE III
                                    DIRECTORS

     Section 1.    GENERAL POWERS. The business and affairs of the Corporation
shall be managed by or under the direction of the board of directors. In
addition to such powers as are herein and in the certificate of incorporation
expressly conferred upon it, the board of directors shall have and may exercise
all the powers of the Corporation, subject to the provisions of the laws of
Delaware, the certificate of incorporation and these by-laws.

     Section 2.    NUMBER, ELECTION AND TERM OF OFFICE. The number of directors
which shall constitute the board shall be nine (9), but the number of directors
may be changed and established from time to time by resolution adopted by
affirmative vote of 50.1% of the outstanding shares of the Corporation's common
stock; provided that no reduction in the number of directors constituting the
board shall result in the removal of any director from the board during such
director's term of office. The board of directors shall not change the number of
directors without shareholder approval as provided in the foregoing sentence.
The directors shall be elected by a plurality of the votes of the shares present
in person or represented by proxy at the meeting and entitled to vote in the
election of directors; provided that, whenever the holders of any class or
series of capital stock of the Corporation are entitled to elect one or more
directors pursuant to the provisions of the certificate of incorporation of the
Corporation (including, but not limited to, for purposes of these by-laws,
pursuant to any duly authorized certificate of designation), such directors
shall be elected by a plurality of the votes of such class

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or series present in person or represented by proxy at the meeting and entitled
to vote in the election of such directors. The directors shall be elected in
this manner at the applicable annual meeting of the stockholders as set forth in
Article II, Section 1, except as provided in Section 4 of this Article III. Each
director elected shall hold office until a successor is duly elected and
qualified or until his or her earlier death, resignation or removal as
hereinafter provided.

     Section 3.    REMOVAL AND RESIGNATION. A director may be removed at any
time with or without cause upon a majority vote of the shares of common stock
voting at a meeting or by stockholders holding a majority of the outstanding
shares of the Corporation's common stock acting by written consent in lieu of a
meeting. Any director may resign at any time upon written notice to the
Corporation.

     Section 4.    VACANCIES. Vacancies and newly created directorships
resulting from any increase in the total number of directors established by the
shareholders pursuant to Section 2 of this Article III may be filled only by the
affirmative vote of the majority of the total number of directors then in
office, though less than a quorum, by a sole remaining director or by the
affirmative vote of 50.1% of the outstanding shares of the Corporation's common
stock. Notwithstanding the foregoing, the board may not fill a vacancy with any
director that was not nominated or designated in accordance with Article IV of
the Shareholders Agreement, dated as of March 5, 2003, by and among the
Corporation, MatlinPatterson Global Opportunities Partners L.P. and the other
parties identified therein (the "Shareholders Agreement"); provided that the
foregoing restriction shall be terminated upon any termination of Article IV of
the Shareholders Agreement. Any director elected to fill a vacancy resulting
from an increase in the number of directors shall hold office until a successor
is duly elected and qualified. A director elected to fill a vacancy not
resulting from an increase in the number of directors shall have the same
remaining term as that of his predecessor. Each director so chosen shall hold
office until a successor is duly elected and qualified or until his or her
earlier death, resignation or removal as herein provided. Whenever holders of
any class or classes of stock or series thereof are entitled by the provisions
of the certificate of incorporation to elect one or more directors, vacancies
and newly created directorships of such class or classes or series may only be
filled by the affirmative vote of the majority of the total number of directors
elected by such class or classes or series thereof then in office, or by a sole
remaining director so elected.

     Section 5.    NOMINATIONS.

            (a)    Subject to Section 4 of this Article III, only persons who
are nominated in accordance with the procedures set forth in these by-laws shall
be eligible to serve as directors. Nominations of persons for election to the
board of directors of the Corporation may be made at a meeting of stockholders
(i) by or at the direction of the board of directors or (ii) by any stockholder
of the Corporation who was a stockholder of record at the time of giving of
notice provided for in this by-law, who is entitled to vote for the election of
directors at the meeting and who shall have complied with the notice procedures
set forth below in Section 5(b) of this Article III.

            (b)    In order for a stockholder to nominate a person for election
to the board of directors of the Corporation at a meeting of stockholders, such
stockholder shall have delivered timely notice of such stockholder's intent to
make such nomination in writing to the secretary of

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the Corporation. To be timely, a stockholder's notice must (i) be delivered to
or mailed and received at the principal executive offices of the Corporation at
any time prior to the date of such meeting of the stockholders; and (ii) comply
with all applicable requirements of the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder with respect to the matters
set forth in this Section 5 of Article III. Such stockholder's notice shall set
forth (i) as to each person whom the stockholder proposes to nominate for
election as a director at such meeting all information relating to such person
that is required to be disclosed in solicitations of proxies for election of
directors, or is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (including such person's
written consent to being named in the proxy statement as a nominee and to
serving as a director if elected); (ii) as to the stockholder giving the notice
(A) the name and address, as they appear on the Corporation's books, of such
stockholder and (B) the class and number of shares of the Corporation which are
beneficially owned by such stockholder and also which are owned of record by
such stockholder; and (iii) as to the beneficial owner, if any, on whose behalf
the nomination is made, (A) the name and address of such person and (B) the
class and number of shares of the Corporation which are beneficially owned by
such person. At the request of the board of directors, any person nominated by
the board of directors for election as a director shall furnish to the secretary
of the Corporation that information required to be set forth in a stockholder's
notice of nomination which pertains to the nominee.

            (c)    The board of directors shall, if the facts warrant, determine
that a nomination was not made in accordance with the procedures prescribed by
the by-laws, and if the board should so determine, the board shall so declare to
the meeting and the defective nomination shall be disregarded.

     Section 6.    ANNUAL MEETINGS. The annual meeting of the board of directors
shall be held without other notice than this by-law immediately after, and at
the same place as, the annual meeting of stockholders.

     Section 7.    OTHER MEETINGS AND NOTICE. Regular meetings, other than the
annual meeting, of the board of directors may be held without notice at such
time and at such place as shall from time to time be determined by resolution of
the board. Special meetings of the board of directors may be called by the
chairman of the board, at least two of the directors then in office, or the
secretary of the Corporation on at least 24 hours notice to each director,
either personally, by telephone, mail, telecopy or e-mail, which notice shall
set forth the date, time and place of such special meeting. Regular meetings and
special meetings may be held at any place within or outside of the State of
Delaware.

     Section 8.    CHAIRMAN OF THE BOARD, QUORUM, REQUIRED VOTE AND ADJOURNMENT.
The board of directors shall elect, by the affirmative vote of the majority of
the total number of directors then in office, a chairman of the board, who shall
preside at all meetings of the stockholders and board of directors at which he
or she is present. If the chairman of the board is not present at a meeting of
the stockholders or the board of directors, the president (if the president is a
director and is not also the chairman of the board) shall preside at such
meeting, and, if the president is not present at such meeting, a majority of the
directors present at such meeting shall elect one of their members to so
preside. A majority of the total number of directors then in office shall
constitute a quorum for the transaction of business. Unless by

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express provision of an applicable law, the Corporation's certificate of
incorporation or these by-laws a different vote is required, the vote of a
majority of directors present at a meeting at which a quorum is present shall be
the act of the board of directors. If a quorum shall not be present at any
meeting of the board of directors, the directors present thereat may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

     Section 9.    COMMITTEES. The board of directors may, by resolution passed
by a majority of the total number of directors then in office, designate one or
more committees, each committee to consist of one or more of the directors of
the Corporation, which to the extent provided in such resolution or these
by-laws shall have, and may exercise, the powers of the board of directors in
the management and affairs of the Corporation, except as otherwise limited by
law. The board of directors may designate one or more directors as alternate
members of any committee, who may replace any absent or disqualified member at
any meeting of the committee. Such committee or committees shall have such name
or names as may be determined from time to time by resolution adopted by the
board of directors. Each committee shall keep regular minutes of its meetings
and report the same to the board of directors when required.

     Section 10.   COMMITTEE RULES. Each committee of the board of directors may
fix its own rules of procedure and shall hold its meetings as provided by such
rules, except as may otherwise be provided by a resolution of the board of
directors designating such committee. Unless otherwise provided in such a
resolution, the presence of at least a majority of the members of the committee
shall be necessary to constitute a quorum. Unless otherwise provided in such a
resolution, in the event that a member and that member's alternate, if
alternates are designated by the board of directors as provided in Section 9 of
this Article III, of such committee is or are absent or disqualified, the member
or members thereof present at any meeting and not disqualified from voting,
whether or not such member or members constitute a quorum, may unanimously
appoint another member of the board of directors to act at the meeting in place
of any such absent or disqualified member.

     Section 11.   COMMUNICATIONS EQUIPMENT. Members of the board of directors
or any committee thereof may participate in and act at any meeting of such board
or committee through the use of a conference telephone or other communications
equipment by means of which all persons participating in the meeting can hear
and speak with each other, and participation in the meeting pursuant to this
Section 11 shall constitute presence in person at the meeting.

     Section 12.   WAIVER OF NOTICE AND PRESUMPTION OF ASSENT. Any member of the
board of directors or any committee thereof who is present at a meeting shall be
conclusively presumed to have waived notice of such meeting except when such
member attends for the express purpose of objecting at the beginning of the
meeting to the transaction of any business because the meeting is not lawfully
called or convened. Such member shall be conclusively presumed to have assented
to any action taken unless his or her dissent shall be entered in the minutes of
the meeting or unless his or her written dissent to such action shall be filed
with the person acting as the secretary of the meeting before the adjournment
thereof or shall be forwarded by registered mail to the secretary of the
Corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to any member who voted in favor of such action.

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     Section 13.   ACTION BY WRITTEN CONSENT. Unless otherwise restricted by the
certificate of incorporation, any action required or permitted to be taken at
any meeting of the board of directors, or of any committee thereof, may be taken
without a meeting if all members of the board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the board or committee.

                                   ARTICLE IV
                                    OFFICERS

     Section 1.    NUMBER. The officers of the Corporation shall be elected by
the board of directors and shall consist of a chairman of the board, chief
executive officer, president, one or more vice-presidents, a chief operating
officer, a chief financial officer, an executive vice president, a secretary, a
treasurer and such other officers and assistant officers as may be deemed
necessary or desirable by the board of directors. Any number of offices may be
held by the same person. In its discretion, the board of directors may choose
not to fill any office for any period as it may deem advisable, except that the
offices of president and secretary shall be filled as expeditiously as possible.

     Section 2.    ELECTION AND TERM OF OFFICE. The officers of the Corporation
shall be elected annually by the board of directors at its first meeting held
after each annual meeting of stockholders or as soon thereafter as convenient.
Vacancies may be filled or new offices created and filled at any meeting of the
board of directors. Each officer shall hold office until a successor is duly
elected and qualified or until his or her earlier death, resignation or removal
as hereinafter provided.

     Section 3.    REMOVAL. Any officer or agent elected by the board of
directors may be removed by the board of directors at its discretion, with or
without cause, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed.

     Section 4.    VACANCIES. Any vacancy occurring in any office because of
death, resignation, removal, disqualification or otherwise, may be filled by the
board of directors.

     Section 5.    COMPENSATION. Compensation of all officers shall be fixed by
the board of directors, and no officer shall be prevented from receiving such
compensation by virtue of his or her also being a director of the Corporation.

     Section 6.    CHAIRMAN OF THE BOARD. The chairman of the board shall be the
chief executive officer of the Corporation, and shall have the powers and
perform the duties incident to that position. Subject to the powers of the board
of directors, he or she shall be in the general and active charge of the entire
business and affairs of the Corporation, and shall be its chief policy-making
officer. He or she shall preside at all meetings of the board of directors and
stockholders and shall have such other powers and perform such other duties as
may be prescribed by the board of directors or provided in these by-laws. The
chairman of the board is authorized to execute bonds, mortgages and other
contracts requiring a seal, under the seal of the Corporation, except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the
board of directors to some other officer or agent of the Corporation.

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     Section 7.    THE PRESIDENT. The president of the Corporation shall,
subject to the powers of the board of directors, shall have general charge of
the business, affairs and property of the Corporation, and control over its
officers, agents and employees; and shall see that all orders and resolutions of
the board of directors are carried into effect. The president shall report to
the board of directors and the chairman of the board. The president shall, in
the absence or disability of the chairman of the board and chief executive
officer, act with all of the powers and be subject to all the restrictions of
the chairman of the board and chief executive officer. The president is
authorized to execute bonds, mortgages and other contracts requiring a seal,
under the seal of the Corporation, except where required or permitted by law to
be otherwise signed and executed and except where the signing and execution
thereof shall be expressly delegated by the board of directors to some other
officer or agent of the Corporation. The president shall have such other powers
and perform such other duties as may be prescribed by the chairman of the board
or the board of directors or as may be provided in these by-laws.

     Section 8.    CHIEF OPERATING OFFICER. The chief operating officer of the
Corporation, if any, subject to the powers of the board of directors, shall have
general and active management of the business of the Corporation; and shall see
that all orders and resolutions of the board of directors are carried into
effect. The chief operating officer shall have such other powers and perform
such other duties as may be prescribed by the board of directors or as may be
provided in these by-laws.

     Section 9.    CHIEF FINANCIAL OFFICER. The chief financial officer of the
Corporation shall, under the direction of the chairman of the board and chief
executive officer, be responsible for all financial and accounting matters and
for the direction of the offices of treasurer and controller. The chief
financial officer shall have such other powers and perform such other duties as
may be prescribed by the chairman of the board and chief executive officer or
the board of directors or as may be provided in these by-laws.

     Section 10.   VICE-PRESIDENTS. The vice-president, or if there shall be
more than one, the vice-presidents in the order determined by the board of
directors or the chairman of the board, shall, in the absence or disability of
the president, act with all of the powers and be subject to all the restrictions
of the president. The vice-presidents shall also perform such other duties and
have such other powers as the board of directors, the chairman of the board, the
president or these by-laws may, from time to time, prescribe. The vice-
presidents may also be designated as executive vice-presidents or senior
vice-presidents, as the board of directors may from time to time prescribe.

     Section 11.   THE SECRETARY AND ASSISTANT SECRETARIES. The secretary shall
attend all meetings of the board of directors, all meetings of the committees
thereof and all meetings of the stockholders and record all the proceedings of
the meetings in a book or books to be kept for that purpose or shall ensure that
his or her designee attends each such meeting to act in such capacity. Under the
chairman of the board's supervision, the secretary shall give, or cause to be
given, all notices required to be given by these by-laws or by law; shall have
such powers and perform such duties as the board of directors, the chairman of
the board, the president or these by-laws may, from time to time, prescribe; and
shall have custody of the corporate seal of the Corporation. The secretary, or
an assistant secretary, shall have authority to affix the corporate seal to any
instrument requiring it and when so affixed, it may be attested by his or her
signature

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or by the signature of such assistant secretary. The board of directors may give
general authority to any other officer to affix the seal of the Corporation and
to attest the affixing by his or her signature. The assistant secretary, or if
there be more than one, any of the assistant secretaries in the order determined
by the board of directors, shall, in the absence or disability of the secretary,
perform the duties and exercise the powers of the secretary and shall perform
such other duties and have such other powers as the board of directors, the
chairman of the board, the president, or secretary may, from time to time,
prescribe.

     Section 12.   THE TREASURER AND ASSISTANT TREASURER. The treasurer shall
have the custody of the corporate funds and securities; shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
Corporation; shall deposit all monies and other valuable effects in the name and
to the credit of the Corporation as may be ordered by the chairman of the board,
the chief financial officer or the board of directors; shall cause the funds of
the Corporation to be disbursed when such disbursements have been duly
authorized, taking proper vouchers for such disbursements; and shall render to
the chairman of the board, the chief financial officer and the board of
directors, at its regular meeting or when the board of directors so requires, an
account of the Corporation; shall have such powers and perform such duties as
the board of directors, the chairman of the board, the chief financial officer
or these by-laws may, from time to time, prescribe. If required by the board of
directors, the treasurer shall give the Corporation a bond (which shall be
rendered every six years) in such sums and with such surety or sureties as shall
be satisfactory to the board of directors for the faithful performance of the
duties of the office of treasurer and for the restoration to the Corporation, in
case of death, resignation, retirement, or removal from office, of all books,
papers, vouchers, money, and other property of whatever kind in the possession
or under the control of the treasurer belonging to the Corporation. The
assistant treasurer, or if there are more than one, the assistant treasurers in
the order determined by the board of directors shall, in the absence or
disability of the treasurer, perform the duties and exercise the powers of the
treasurer. The assistant treasurers shall perform such other duties and have
such other powers as the board of directors, the chairman of the board, the
chief financial officer, treasurer or these by-laws may, from time to time,
prescribe.

     Section 13.   OTHER OFFICERS, ASSISTANT OFFICERS AND AGENTS. Officers,
assistant officers and agents, if any, other than those whose duties are
provided for in these by-laws, shall have such authority and perform such duties
as may from time to time be prescribed by resolution of the board of directors.

     Section 14.   ABSENCE OR DISABILITY OF OFFICERS. In the case of the absence
or disability of any officer of the Corporation and of any person hereby
authorized to act in such officer's place during such officer's absence or
disability, the board of directors may by resolution delegate the powers and
duties of such officer to any other officer or to any director, or to any other
person selected by it.

                                    ARTICLE V
                INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS

     Section 1.    RIGHT TO INDEMNIFICATION. Each person who was or is made a
party or is threatened to be made a party to or is otherwise involved (including
involvement as a witness) in any action, suit or proceeding, whether civil,
criminal, administrative or investigative

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(hereinafter a "proceeding"), by reason of the fact that he or she is or was a
director or officer of the Corporation or, while a director or officer of the
Corporation, is or was serving at the request of the Corporation as a director,
officer, employee or agent of another corporation or of a partnership, joint
venture, trust or other enterprise, including service with respect to an
employee benefit plan (hereinafter, an "indemnitee"), whether the basis of such
proceeding is alleged action in an official capacity as a director or officer or
in any other capacity while serving as a director or officer, shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader indemnification
rights than permitted prior thereto), against all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA exercise taxes or penalties
and amounts paid in settlement) reasonably incurred or suffered by such
indemnitee in connection therewith and such indemnification shall continue as to
an indemnitee who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the indemnitee's heirs, executors and
administrators; provided, however, that, except as provided in Section 2 of
Article V with respect to proceedings to enforce rights to indemnification, the
Corporation shall indemnify any such indemnitee in connection with a proceeding
(or part thereof) initiated by such indemnitee only if such proceeding (or part
thereof) was authorized by the board of directors of the Corporation. The right
to indemnification conferred in this Section 1 of Article V shall be a contract
right and shall include the right to be paid by the Corporation the expenses
incurred in defending any such proceeding in advance of its final disposition
(hereinafter an "advance of expenses"); provided, however, that, if and to the
extent that the Delaware General Corporation Law requires, an advance of
expenses incurred by an indemnitee in his or her capacity as a director or
officer (and not in any other capacity in which service was or is rendered by
such indemnitee, including, without limitation, service to an employee benefit
plan) shall be made only upon delivery to the Corporation of an undertaking
(hereinafter an "undertaking"), by or on behalf of such indemnitee, to repay all
amounts so advanced if it shall ultimately be determined by final judicial
decision from which there is no further right to appeal (hereinafter a "final
adjudication") that such indemnitee is not entitled to be indemnified for such
expenses under this Section 1 of Article V or otherwise. The Corporation may, by
action of its board of directors, provide indemnification to employees and
agents of the Corporation with the same scope and effect as the foregoing
indemnification of directors and officers.

     Section 2.    PROCEDURE FOR INDEMNIFICATION. Any indemnification of a
director or officer of the Corporation or advance of expenses under Section 1 of
this Article V shall be made promptly, and in any event within forty-five (45)
days (or, in the case of an advance of expenses, twenty (20) days), upon the
written request of the director or officer. If a determination by the
Corporation that the director or officer is entitled to indemnification pursuant
to this Article V is required, and the Corporation fails to respond within sixty
(60) days to a written request for indemnity, the Corporation shall be deemed to
have approved the request. If the Corporation denies a written request for
indemnification or advance of expenses, in whole or in part, or if payment in
full pursuant to such request is not made within forty-five (45) days (or, in
the case of an advance of expenses, twenty (20) days), the right to
indemnification or advances as granted by this Article V shall be enforceable by
the director or officer in any court of competent jurisdiction. Such person's
costs and expenses incurred in connection with successfully establishing his or
her right to indemnification, in whole or in part, in any such action shall also

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be indemnified by the Corporation. It shall be a defense to any such action
(other than an action brought to enforce a claim for the advance of expenses
where the undertaking required pursuant to Section 1 of this Article V, if any,
has been tendered to the Corporation) that the claimant has not met the
standards of conduct which make it permissible under the Delaware General
Corporation Law for the Corporation to indemnify the claimant for the amount
claimed, but the burden of such defense shall be on the Corporation. Neither the
failure of the Corporation (including its board of directors, independent legal
counsel, or its stockholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper in
the circumstances because he or she has met the applicable standard of conduct
set forth in the Delaware General Corporation Law, nor an actual determination
by the Corporation (including its board of directors, independent legal counsel,
or its stockholders) that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct. The procedure for
indemnification of other employees and agents for whom indemnification is
provided pursuant to Section 1 of this Article V shall be the same procedure set
forth in this Section 2 for directors or officers, unless otherwise set forth in
the action of the board of directors providing indemnification for such employee
or agent.

     Section 3.    SERVICE FOR SUBSIDIARIES. Any person serving as a director,
officer, employee or agent of a Subsidiary shall be conclusively presumed to be
serving in such capacity at the request of the Corporation.

     Section 4.    RELIANCE. Persons who after the date of the adoption of this
provision become or remain directors or officers of the Corporation or who,
while a director or officer of the Corporation, become or remain a director,
officer, employee or agent of a Subsidiary, shall be conclusively presumed to
have relied on the rights to indemnity, advance of expenses and other rights
contained in this Article V in entering into or continuing such service. The
rights to indemnification and to the advance of expenses conferred in this
Article V shall apply to claims made against an indemnitee arising out of acts
or omissions which occurred or occur both prior and subsequent to the adoption
hereof.

     Section 5.    NON-EXCLUSIVITY OF RIGHTS. The rights to indemnification and
to the advance of expenses conferred in this Article V shall not be exclusive of
any other right which any person may have or hereafter acquire under the
Certificate of Incorporation or under any statute, by-law, agreement, vote of
stockholders or disinterested directors or otherwise.

     Section 6.    INSURANCE. The Corporation may purchase and maintain
insurance on its own behalf and on behalf of any person who is or was a
director, officer, employee or agent of the Corporation or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
expense, liability or loss asserted against him or her and incurred by him or
her in any such capacity, whether or not the Corporation would have the power to
indemnify such person against such expenses, liability or loss under the
Delaware General Corporation Law.

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                                   ARTICLE VI
                              CERTIFICATES OF STOCK

     Section 1.    FORM. Every holder of stock in the Corporation shall be
entitled to have a certificate, signed by, or in the name of the Corporation by
the chairman of the board, the president or a vice-president and the secretary
or an assistant secretary of the Corporation, certifying the number of shares
owned by such holder in the Corporation. If such a certificate is countersigned
(1) by a transfer agent or an assistant transfer agent other than the
Corporation or its employee or (2) by a registrar, other than the Corporation or
its employee, the signature of any such chairman of the board, president,
vice-president, secretary, or assistant secretary may be facsimiles. In case any
officer or officers who have signed, or whose facsimile signature or signatures
have been used on, any such certificate or certificates shall cease to be such
officer or officers of the Corporation whether because of death, resignation or
otherwise before such certificate or certificates have been delivered by the
Corporation, such certificate or certificates may nevertheless be issued and
delivered as though the person or persons who signed such certificate or
certificates or whose facsimile signature or signatures have been used thereon
had not ceased to be such officer or officers of the Corporation. All
certificates for shares shall be consecutively numbered or otherwise identified.
The name of the person to whom the shares represented thereby are issued, with
the number of shares and date of issue, shall be entered on the books of the
Corporation. Shares of stock of the Corporation shall only be transferred on the
books of the Corporation by the holder of record thereof or by such holder's
attorney duly authorized in writing, upon surrender to the Corporation of the
certificate or certificates for such shares endorsed by the appropriate person
or persons, with such evidence of the authenticity of such endorsement,
transfer, authorization, and other matters as the Corporation may reasonably
require, and accompanied by all necessary stock transfer stamps. In that event,
it shall be the duty of the Corporation to issue a new certificate to the person
entitled thereto, cancel the old certificate or certificates, and record the
transaction on its books. The board of directors may appoint a bank or trust
company organized under the laws of the United States or any state thereof to
act as its transfer agent or registrar, or both in connection with the transfer
of any class or series of securities of the Corporation.

     Section 2.    LOST CERTIFICATES. The board of directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates previously issued by the Corporation alleged to have been lost,
stolen, or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen, or destroyed. When
authorizing such issue of a new certificate or certificates, the Corporation
may, in its discretion and as a condition precedent to the issuance thereof,
require the owner of such lost, stolen, or destroyed certificate or
certificates, or his or her legal representative, to give the Corporation a bond
sufficient to indemnify the Corporation against any claim that may be made
against the Corporation on account of the loss, theft or destruction of any such
certificate or the issuance of such new certificate.

     Section 3.    FIXING A RECORD DATE FOR STOCKHOLDER MEETINGS. In order that
the Corporation may determine the stockholders entitled to notice of or to vote
at any meeting of stockholders or any adjournment thereof, the board of
directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the board of
directors, and which record date shall not be more than sixty (60) nor less than

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ten (10) days before the date of such meeting. If no record date is fixed by the
board of directors, the record date for determining stockholders entitled to
notice of or to vote at a meeting of stockholders shall be the close of business
on the next day preceding the day on which notice is first given. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the board of directors may fix a new record date for the adjourned
meeting.

     Section 4.    FIXING A RECORD DATE FOR OTHER PURPOSES. In order that the
Corporation may determine the stockholders entitled to receive payment of any
dividend or other distribution or allotment or any rights or the stockholders
entitled to exercise any rights in respect of any change, conversion or exchange
of stock, or for the purposes of any other lawful action, the board of directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted, and which record date shall be
not more than sixty (60) days prior to such action. If no record date is fixed,
the record date for determining stockholders for any such purpose shall be at
the close of business on the day on which the board of directors adopts the
resolution relating thereto.

     Section 5.    REGISTERED STOCKHOLDERS. Prior to the surrender to the
Corporation of the certificate or certificates for a share or shares of stock
with a request to record the transfer of such share or shares, the Corporation
may treat the registered owner as the person entitled to receive dividends, to
vote, to receive notifications, and otherwise to exercise all the rights and
powers of an owner. The Corporation shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of
any other person, whether or not it shall have express or other notice thereof.

     Section 6.    SUBSCRIPTIONS FOR STOCK. Unless otherwise provided for in the
subscription agreement, subscriptions for shares shall be paid in full at such
time, or in such installments and at such times, as shall be determined by the
board of directors. Any call made by the board of directors for payment on
subscriptions shall be uniform as to all shares of the same class or as to all
shares of the same series. In case of default in the payment of any installment
or call when such payment is due, the Corporation may proceed to collect the
amount due in the same manner as any debt due the Corporation.

                                   ARTICLE VII
                               GENERAL PROVISIONS

     Section 1.    DIVIDENDS. Dividends upon the capital stock of the
Corporation, subject to the provisions of the certificate of incorporation, if
any, may be declared by the board of directors at any regular or special
meeting, in accordance with applicable law. Dividends may be paid in cash, in
property, or in shares of the capital stock, subject to the provisions of the
certificate of incorporation. Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
any other purpose and the directors may modify or abolish any such reserve in
the manner in which it was created.

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     Section 2.    CHECKS, DRAFTS OR ORDERS. All checks, drafts, or other orders
for the payment of money by or to the Corporation and all notes and other
evidences of indebtedness issued in the name of the Corporation shall be signed
by such officer or officers, agent or agents of the Corporation, and in such
manner, as shall be determined by resolution of the board of directors or a duly
authorized committee thereof.

     Section 3.    CONTRACTS. In addition to the powers otherwise granted to
officers pursuant to Article IV hereof, the board of directors may authorize any
officer or officers, or any agent or agents, of the Corporation to enter into
any contract or to execute and deliver any instrument in the name of and on
behalf of the Corporation, and such authority may be general or confined to
specific instances.

     Section 4.    LOANS. The Corporation may lend money to, or guarantee any
obligation of, or otherwise assist any officer or other employee of the
Corporation or of its subsidiaries, including any officer or employee who is a
director of the Corporation or its subsidiaries, whenever, in the judgment of
the directors, such loan, guaranty or assistance may reasonably be expected to
benefit the Corporation. The loan, guaranty or other assistance may be with or
without interest, and may be unsecured, or secured in such manner as the board
of directors shall approve, including, without limitation, a pledge of shares of
stock of the Corporation. Nothing in this section contained shall be deemed to
deny, limit or restrict the powers of guaranty or warranty of the Corporation at
common law or under any statute.

     Section 5.    FISCAL YEAR. The fiscal year of the Corporation shall be
fixed by resolution of the board of directors.

     Section 6.    CORPORATE SEAL. The board of directors shall provide a
corporate seal which shall be in the form of a circle and shall have inscribed
thereon the name of the Corporation and the words "Corporate Seal, Delaware."
The seal may be used by causing it or a facsimile thereof to be impressed or
affixed or reproduced or otherwise.

     Section 7.    VOTING SECURITIES OWNED BY CORPORATION. Voting securities in
any other corporation held by the Corporation shall be voted by an officer of
the Corporation or other person as authorized or directed by the board of
directors, which authorization or direction may be general or confined to
specific instances. Any person authorized to vote securities shall have the
power to appoint proxies, with general power of substitution.

     Section 8.    INSPECTION OF BOOKS AND RECORDS. Any stockholder of record,
in person or by attorney or other agent, shall, upon written demand under oath
stating the purpose thereof, have the right during the usual hours for business
to inspect for any proper purpose the Corporation's stock ledger, a list of its
stockholders, and its other books and records, and to make copies or extracts
therefrom. A proper purpose shall mean any purpose reasonably related to such
person's interest as a stockholder. In every instance where an attorney or other
agent shall be the person who seeks the right to inspection, the demand under
oath shall be accompanied by a power of attorney or such other writing which
authorizes the attorney or other agent to so act on behalf of the stockholder.
The demand under oath shall be directed to the Corporation at its registered
office in the State of Delaware or at its principal place of business. The
Corporation shall have a reasonable amount of time to respond to any such
request.

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     Section 9.    SECTION HEADINGS. Section headings in these by-laws are for
convenience of reference only and shall not be given any substantive effect in
limiting or otherwise construing any provision herein.

     Section 10.   INCONSISTENT PROVISIONS. In the event that any provision of
these by-laws is or becomes inconsistent with any provision of the certificate
of incorporation, the General Corporation Law of the State of Delaware or any
other applicable law, the provision of these by-laws shall not be given any
effect to the extent of such inconsistency but shall otherwise be given full
force and effect.

                                  ARTICLE VIII
                                   AMENDMENTS

     These by-laws may be amended, altered, or repealed and new by-laws adopted
at any meeting of the board of directors by the affirmative vote of the majority
of the total number of directors then in office; provided that any amendment,
alteration or repeal of Sections 1, 2 or 9 of Article II, Sections 2, 3, 4 or 5
of Article III, Section 8 of Article VII, Article VIII or any amendment,
alteration or repeal of Article V that results in an adverse effect upon the
indemnification provided to directors therein, in each of the foregoing cases,
pursuant to the affirmative vote of the majority of the total number of
directors then in office also shall require the approval of at least one Non-GOF
Board Member (as such term is defined in the Shareholders Agreement); provided
further that the foregoing approval of at least one Non-GOF Board Member shall
only be required if both (a) at least one Non-GOF Board Member has the right to
a seat on the board of directors pursuant to the Shareholders Agreement, and (b)
at the time such approval is sought one of the following is true (i) at least
one Non-GOF Board Member is a member of the board of directors, (ii) if a
Non-GOF Board Member is not a member of the board of directors, a Non-GOF Board
Member shall have been a member of the board of directors within sixty days of
such time, or (iii) if a Non-GOF Board Member is not, and, within sixty days of
such time, has not been, a member of the board of directors, a nomination or
designation of a proposed Non-GOF Board Member shall have been made in good
faith pursuant to the terms of the Shareholders Agreement and not withdrawn, and
such nominee or designee shall not have refused or declined appointment to the
board of directors. The fact that the power to adopt, amend, alter, or repeal
the by-laws has been conferred upon the board of directors shall not divest the
stockholders of such powers as set forth in the certificate of incorporation.

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