---

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549

FORM 10-K/A

(AMENDMENT NO. 1)

|ý                                           | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934    
|------------------------------------------- | ----------------------------------------------------------------------------------------
|for the fiscal year ended December 28, 2002
|OR                                         
|o                                           | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

for the transition period from  to
.

COMMISSION FILE NUMBER: 1-14330

POLYMER GROUP, INC.(Exact name of registrant as specified in its charter)

|Delaware
(State of incorporation)                                                                                |  | 57-1003983
(I.R.S. Employer Identification No.)
|---------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------
|4838 Jenkins AvenueNorth Charleston, South Carolina
(Address of Principal Executive Offices, including Zip Code) |  | 29405(Zip Code)                                

Registrant's telephone number, including area code: (843) 566-7293

Securities Registered Pursuant to Section 12(b) of the Act: None.

Securities Registered Pursuant to Section 12(g) of the Act:

| |  | Title of Class       |  | 
| |  | -------------------- |  | 
| |  |                      |  | 
| |  | Class A Common Stock |  | 
| |  | Class B Common Stock |  | 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter periods that the registrant was required to file such report), and (2) has been subject to the filing requirements for the past
90 days. Yes ý No o

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the
registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ý

Indicate
by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2) Yes ý No
o

Indicate
by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934
subsequent to the distribution of securities under a plan confirmed by a court. Yes ý No o

The
aggregate market value of the Company's voting stock held by nonaffiliates as of April 8, 2003 was approximately $24.6 million (based on the average of the closing bid and ask
price of the Class A common stock on the OTC Bulletin Board). As of April 8, 2003, there were 8,125,869 shares of Class A common stock, 399,978 shares of Class B common stock and
118,449 shares of Class C common stock outstanding. No shares of Class D or Class E were outstanding as of such date. The par value for each class of common stock is $.01 per
share.

Documents Incorporated By Reference: None

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EXPLANATORY NOTE

This Annual Report on Form 10-K/A (Amendment No. 1) for the fiscal year ended December 28, 2002 is filed for the sole purpose of
amending and restating Items 10-13 of Part III.

PART III

ITEM 10. DIRECTORS AND OFFICERS OF THE REGISTRANT

The Board of Directors is currently comprised of eight directors. The directors will serve for one year terms or until their successors are duly elected and
qualified.

Directors
will be elected at each annual meeting by a plurality of the votes cast at the annual meeting by the holders of shares represented in person or by proxy. There is no right to
cumulative voting as to any matter, including the election of directors.

The
following sets forth information as to each director as of March 12, 2003, including age, principal occupation and employment during the past five years, directorships in
other publicly held companies, membership on committees of the Board of Directors and period of service as a director of Polymer Group, Inc. (the "Company" or the "Corporation").

William B. Hewitt, 64, has served as a director of the Corporation since March 5, 2003 and as Chairman of the Board of Directors
since April 2, 2003. Mr. Hewitt is President and Chief Executive Officer of Sirius Ventures, Inc., a consulting firm, a position he has held since January, 1998. Mr. Hewitt
is Chairman of the Board of Global Vantege, a credit and receivables management firm and has been associated with Global Vantege since November, 2002.

James G. Boyd, 58, has served as Executive Vice President, Chief Financial Officer, Treasurer, Secretary and a Director of the Corporation
since its inception. In addition to his duties with the Corporation, Mr. Boyd presently serves as Executive Vice President, Treasurer, Secretary and Director of The InterTech Group, Inc.
("InterTech") and has served in this capacity since 1986.

Pedro A. Arias, 60, has served as a director of the Corporation since March 5, 2003. Mr. Arias has served as polymers
strategy and planning manager for Occidental Petroleum. He has also been active in researching related polymer fields and been published in publications of universities, industrial associations and
industrial organizations. Mr. Arias presently is an independent polymers consultant member of Tecnon Orbichem and adviser to the OECD Chemical Division, IPCS (WHO) and Eld. RYTD Directorate.

Ramon Betolaza, 32, has served as a director of the Corporation since March 5, 2003. Mr. Betolaza presently is a Partner in
MatlinPatterson Global Advisers LLC, and has served in that capacity since its inception in July 2002. Prior to that, Mr. Betolaza was a Director of Credit Suisse First Boston
(Europe) Ltd.

Lap Wai Chan, 36, has served as a director of the Corporation since March 5, 2003. Mr. Chan presently is a Managing Partner
of MatlinPatterson Global Advisers LLC and has served in that capacity since its inception in July, 2002. Prior to that, Mr. Chan was a Managing Director of Credit Suisse First Boston
H.K. Ltd.

Eugene Linden, 56, has served as a director of the Corporation since March 5, 2003. Mr. Linden is an author and social
critic who has written widely on a number of subjects including finance and markets. He served as a board member of Golden Books and then as Chairman, Chief Executive Officer and President of GB
Liquidation Holdings, Inc.

James A. Ovenden, 40, has served as a director of the Corporation since March 5, 2003. Mr. Ovenden is a Principal of CFO
Solutions of SC, LLC, a financial consulting services business. Mr. Ovenden also serves as a Trustee of CMI Industries, Inc., a diversified textile business, and has

2

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served in such capacity since 2002. Mr. Ovenden was a director, Senior Executive Vice President and Chief Financial Officer of CMI Industries, Inc. from 1987 to 2001.

Michael Watzky, 41, has served as a director of the Corporation since March 5, 2003. Mr. Watzky presently is a Partner in
MatlinPatterson Global Advisers LLC, and has served in that capacity since its inception in July 2002. Prior to that, Mr. Watzky was a Director of Credit Suisse First
Boston H.K. Ltd.

Senior Officers (Other Than Those Who Are Directors and Listed Above)

James L. Schaeffer, 52, has served as Chief Executive Officer of the Corporation since March 11, 2003.
Prior to that, Mr. Schaeffer served as Executive Vice President of the Corporation and President and Chief Operating Officer, Nonwovens since August 1999. Mr. Schaeffer served as
Vice President and Chief Operating Officer, Nonwovens, from February 1998 through August 1999. Mr. Schaeffer served as Group Vice PresidentOperations and General
Manager (Americas), Nonwovens, from March 1995 through February 1998. From 1992 until March 1995, Mr. Schaeffer served as Vice PresidentOperations/Engineering
of FiberTech Group, Inc. ("FiberTech"), a wholly-owned subsidiary of the Corporation. Prior to joining FiberTech, Mr. Schaeffer served as General Manager for Scott Nonwovens at the
Landisville facility from 1990 to 1992. It is the current intent of the Board of Directors to add Mr. Schaeffer to the Board once the requirements of the Shareholders Agreement (as defined and
described below) have been satisfied.

S. Grant Reeves, 46, has served as Vice President and Chief Operating Officer, Oriented Polymers Division since February 1998. From
February 1994 through February 1998, Mr. Reeves also served as a Vice President of Polymer. Mr. Reeves joined InterTech in 1986, where he served as Controller of
Reemay, Inc. ("Reemay"), a former InterTech affiliate, through December 1987. From January 1988 through June 1991, Mr. Reeves served as Vice
PresidentFinance and Manufacturing for RM Engineered Products, Inc., a former InterTech affiliate. From June 1991 through January 1994, Mr. Reeves served as
General Manager at Fabrene, Inc. ("Fabrene"), a wholly-owned subsidiary of Polymer.

Rolf J. Altdorf, 49, has served as Vice PresidentEurope, Nonwovens since July 1998. From March 1995 to
July 1998, Mr. Altdorf served as Managing Director and Vice PresidentMarketing and Sales of Chicopee B.V., a subsidiary of Polymer, in Cuijk, The Netherlands. From
October 1985 to March 1995, Mr. Altdorf served in several different capacities in the research and development, marketing and European projects departments of Johnson &
Johnson in Dusseldorf, Germany and Cuijk, The Netherlands.

Richard L. Ferencz, 58, has served as Group Vice PresidentAsia and Engineering, Nonwovens since May 2000. From
February 1998 until May 2000, Mr. Ferencz served as Group Vice PresidentAdvanced Technology and Engineering, Nonwovens. From March 1996 to
February 1998, Mr. Ferencz served as Vice PresidentAdvanced Technology and Engineering of the Corporation. From 1992 to 1996 Mr. Ferencz served as Vice President of
Engineering of Polymer. Prior to joining the Corporation, Mr. Ferencz served as Director of Systems of Reemay (1986-1992).

Fernando Espinosa, 59, has served as Vice President of OperationsLatin America, Nonwovens since June 1994. From 1989
through 1994, Mr. Espinosa served as the General Manager of Bonlam S.A. de C.V., a subsidiary of the Corporation, in Latin America. From 1980 through 1989, Mr. Espinosa served as the
Operations Manager for Cydsa S.A. de C.V. in Latin America. Mr. Espinosa holds a Bachelor of Science Degree in Mechanical Engineering from the University of San Luis in Potosi.

Michael W. Hale, 53, has served as Group Vice President of U.S. Carded Operations, Nonwovens since April 23, 2003. From
July 2001 to April 2003, Mr. Hale served as Group Vice President of Product Supply. From September 1997 through July 2001, Mr. Hale served as Vice President
of Operations, Nonwovens. From 1972 until September 1997, Mr. Hale served in various manufacturing and engineering roles for the Company and for Johnson & Johnson (former owner of
the Company's Chicopee, Inc.

3

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subsidiary). Mr. Hale holds a Bachelor of Science Degree in Textile Engineering from North Carolina State University (1972).

There
are no family relationships among the foregoing persons.

Each
of Messrs. Schaeffer, Boyd and Reeves was an executive officer of the Company on May 11, 2002 when the Company filed a petition under Chapter 11 of the federal
bankruptcy laws.

Board and Committee Meetings

The Board of Directors held eight meetings (exclusive of committee meetings and update teleconferences) during the preceding fiscal year. The Board of Directors
has established the following committees, the functions and current members of which are noted below. Each current director who was also a member of the Board of Directors during the preceding fiscal
year attended 75% or more of the number of meetings held during the preceding fiscal year by the Board of Directors and any committees on which such director served.

Compensation Committee.The Compensation Committee of the Board of Directors currently consists of Messrs. Linden
(Chairman), Arias and Hewitt. The Compensation Committee reviews and makes recommendations to the Board of Directors regarding salaries, compensation and benefits of executive officers and key
employees of the Corporation. The Compensation Committee met one time during the preceding fiscal year.

Audit Committee.The Audit Committee of the Board of Directors currently consists of Messrs. Ovenden (Chairman),
Hewitt and Linden. The Audit Committee, among other duties, reviews the internal and external financial reporting of the Corporation, reviews the scope of the independent audit and considers comments
by the auditors regarding internal controls and accounting procedures and management's response to those comments. The Audit Committee held four meetings during the preceding fiscal year.
Mr. Ovenden is a financial expert serving on the Audit Committee and is an independent director within the meaning of Item 7(d)(3)(iv) of Schedule 14A under the Securities
Exchange Act of 1934, as amended ("Exchange Act").

The
Corporation does not have a nominating committee.

Compensation of Directors

Directors who are employees of the Corporation and directors who are employees of MatlinPatterson are not entitled to receive any fees for their service on the
Board of Directors. All directors are reimbursed for out-of-pocket expenses incurred in connection with attending meetings. In addition, all non-management
directors received $2,500 per meeting attended for service on the Board of Directors during 2002 and $500 for any committee meetings attended during 2002. These amounts were changed in
March 2003 to a yearly fee of $50,000, $2,000 for each meeting attended of the Board of Directors and $500 for each Committee meeting attended.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Corporation's officers, directors and persons who beneficially own more than ten percent of a registered
class of the Corporation's equity securities to file reports of securities ownership and changes in such ownership with the Securities and Exchange Commission (the "SEC"). Officers, directors and
greater-than-ten percent beneficial owners are also required to furnish the Corporation with copies of all Section 16(a) forms they file.

Based
solely upon a review of the copies of such forms furnished to the Corporation, or written representations that no Form 5 filings were required, the Corporation believes that
during the period from December 30, 2001 through December 28, 2002 all Section 16(a) filing requirements applicable to its officers, directors and
greater-than-ten percent beneficial owners were complied with.

4

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ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation Table

The following summary compensation table specifies the components of the compensation packages of the Company's chief executive officer and four other most highly
compensated executive officers (collectively, the "Named Executives") for the years ended December 28, 2002, December 29, 2001 and December 30, 2000. The Company does not maintain
any long-term compensation plans.

|                                                                                         |  |                |  | Annual Compensation     |  | Long Term
Compensation |  |            
|---------------------------------------------------------------------------------------- |  | -------------- |  | ----------------------- |  | ---------------------- |  | -----------
|
|James L. Schaeffer(3)
Chief Executive Officer                                            |  | 2002
2001
2000 |  | 442,656
426,556
412,100 |  | 135,000
95,000
105,000 |  | 100,000


|James G. Boyd
Executive Vice President,
Chief Financial Officer,
Treasurer and
Secretary |  | 2002
2001
2000 |  | 526,999
540,884
540,884 |  | 150,000
50,000
135,000 |  | 116,667


|S. Grant Reeves
Vice President and Chief
Operating Officer,
Oriented Polymers Division   |  | 2002
2001
2000 |  | 177,860
174,804
168,772 |  | 35,000
20,000
39,000   |  | 60,053

 
|Rolf J. Altdorf
Vice PresidentEurope
Nonwovens Division                                 |  | 2002
2001
2000 |  | 211,717
146,590
145,389 |  | 93,644
119,260
46,299  |  | 33,333

 
|Fernando Espinosa
Vice President of
OperationsLatin America,
Nonwovens                  |  | 2002
2001
2000 |  | 213,126
196,500
186,402 |  | 105,000
63,000
47,000  |  | 66,666

 
|Jerry Zucker(4)
Former Chairman,
President and
Chief Executive Officer                   |  | 2002
2001
2000 |  | 906,507
924,776
924,776 |  | 250,000
95,000
204,000 |  | 203,333



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Name

Fiscal
Year

Money Purchase
Pension
Plan($)

401(k)
Company
Contribution($)

401(h)
Company
Contribution($)

Retirement
Annuity($)James L. Schaeffer

2002
2001
2000

4,920
4,741
5,185

12,556
10,736
10,180

1,640
1,581
1,527



James G. Boyd

2002
2001
2000

7,000
5,950
6,739

12,459
11,028
11,028

2,334
1,984
1,984



S. Grant Reeves

2002
2001
2000

753
1,963
6,610

12,597
10,234
3,910

251
179
173



Rolf J. Altdorf

2002
2001
2000













135,264
20,624
19,731Jerry Zucker

2002
2001
2000

7,000
5,950
5,950

12,194
9,892
11,050

2,334
1,984
1,984






5

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The amounts included under the column entitled "Money Purchase Pension Plan" are amounts paid by the Company into a trust fund which provides
retirement benefits and, under certain circumstances, death or disability benefits or benefits upon termination of employment.

The 2001 Polymer Group Stock Option Plan

In 2001, the Board of Directors adopted the 2001 Polymer Group Stock Option Plan (the "2001 Plan"). The 2001 Plan was approved by the stockholders of the Company
in June 2001. As of the Effective Date and pursuant to the Plan, the 2001 Plan was terminated.

The 1996 Key Employee Stock Option Plan

In March 1996, the Board of Directors of the Company approved the 1996 Key Employee Stock Option Plan (the "Key Employee Plan"). As of the Effective Date
and pursuant to the Plan, the Key Employee Plan was terminated.

Employment and Management Agreements

Pursuant to management agreements originally entered into in October 1992 (the "PGI Polymer Management Agreements"), Messrs. Zucker and Boyd
(collectively, the "Executives") have agreed to serve as President and Chief Executive Officer, and Executive Vice President, Secretary and Treasurer, respectively, of the Company's subsidiaries, PGI
Polymer, Inc. ("PGI Polymer") and FiberTech Group, Inc. ("FiberTech"). Pursuant to management agreements entered into in March 1995 (the "Chicopee Management Agreements" and,
together with the PGI Polymer Management Agreements, the "Management Agreements"), the Executives have agreed to serve in the same capacities for the Company's subsidiary, Chicopee, Inc.
("Chicopee"). The Management Agreements provide that the Executives' employment thereunder will continue until the Executive's resignation, permanent disability, death or termination by PGI Polymer's
or Chicopee's Board of Directors, as the case may be.

The
PGI Polymer Management Agreements provide for an annual base salary of $250,000 to be paid to Mr. Zucker and an annual base salary of $150,000 to be paid to Mr. Boyd,
while the Chicopee Management Agreements provide for an annual base salary of $400,000 to be paid to Mr. Zucker and an annual base of $200,000 to be paid to Mr. Boyd, all of which
amounts may be increased as determined in good faith by the Board of Directors. The Management Agreements also provide for a bonus to be paid at the end of each fiscal year to each of the Executives
in an amount determined by the Board of Directors, but not to exceed such Executive's base salary.

The
Management Agreements provide that upon the termination of either Executive's employment, such Executive is entitled to receive severance payments equal to either
one-half (in the case of death, disability, resignation without good reason or termination for cause) or three times (in all other cases) his annual salary. On March 11, 2003,
Mr. Zucker was replaced as Chairman, President and Chief Executive Officer of the Company.

The
Company has not entered into written employment contracts with any of its other executive officers.

Termination Benefits

In 1998, the Company entered into Change in Control Severance Compensation Agreements (each as amended on May 11, 2002, the "Agreements"), with
Messrs. Zucker and Boyd. The Agreements were a result of a determination by the Board of Directors that it was important and in the best interests of the Company and its shareholders to ensure
that, in the event of a possible change in control of the Company, the stability and continuity of management would continue unimpaired, free of the distractions incident to any such change in
control.

6

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For
purposes of the Agreements, a "change in control" occurs when (i) any person or group of persons acting jointly and in concert acquire 35% or more of the Company's voting
securities, (ii) any person, or group of persons acting jointly and in concert, owning 5% or greater of the voting power of the Company's Common Stock nominates individuals for election to the
Board (who have not been approved by the incumbent board) who, if elected, would constitute a majority of the members on the Board who are not full-time employees of the Company, and a
majority of such nominees are elected to the Board of Directors, or (iii) the Company ceases to control in fact, directly or indirectly, all or substantially all of the assets employed in
carrying on the business of the Company. As a result of the consummation of the Plan and the Company's emergence from bankruptcy on March 5, 2003, a change in control occurred for purposes of
the Agreements.

Benefits
are payable under the Agreements only if a change in control has occurred and thereafter the officer's employment is terminated involuntarily without cause or voluntarily by the
officer for reasons such as demotion, relocation, loss of benefits or other changes. The principal benefit to be provided to officers under the Agreements is a payment equal to 2.99 times the sum of
(i) base salary, (ii) the cash value of the non-cash benefit plans and (iii) the average of the annual bonus received in the prior two years. On March 11, 2003,
Mr. Zucker was replaced as Chairman, President and Chief Executive Officer of the Company.

The
Agreements are not employment agreements, and do not impair the right of the Company to terminate the employment of the officer with or without cause prior to a change in control or
absent a potential or pending change in control, or the right of the officer to voluntarily terminate his employment.

In
connection with the Company's Chapter 11 proceedings, the Company established a Key Employee Retention Plan ("KERP"). Under the KERP, certain key employees, including the Named
Executives, received retention bonuses, payable in three installments, if they remained with the Company through the Chapter 11 proceedings (or were terminated without cause). During fiscal year 2002,
the Company made the first two installments under the KERP, totaling $580,052 to the Named Executives. The final installment is due May 11, 2003, the one-year anniversary of the
Company's filing of the Chapter 11 petitions.

Compensation Committee Interlocks and Insider Participation

The members of the Company's Compensation Committee are Messrs. Hewitt, Linden and Arias. The Company has no Compensation Committee interlocks or insider
participation relationships of such persons with the Company to report.

Compensation Committee Report on Executive Compensation

The Compensation Committee of the Board of Directors (the "Committee") is pleased to present its report on executive compensation. The Committee reviews and makes
recommendations to the Board of Directors regarding salaries, compensation and benefits of executive officers and key employees of the Company. This Committee report documents the components of the
Company's executive officer compensation programs and describes the bases upon which compensation will be determined by the Committee with respect to the executive officers of the Company, including
the Named Executives.

This
Committee report shall not be deemed incorporated by reference by any general statement incorporating by reference this Annual Report on Form 10-K into any other
filing under the Securities
Act of 1933 or under the Exchange Act, except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under such Acts.

Compensation Philosophy.The compensation philosophy of the Company is to endeavor to directly link executive compensation to
continuous improvements in corporate performance and

7

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increases in shareholder value. The Committee has adopted the following objectives as guidelines for compensation decisions.



Compensation Program Components.The Committee regularly reviews the Company's compensation program to ensure that pay levels
and incentive opportunities are competitive with the market and reflect the performance of the Company. The particular elements of the compensation program for executive officers are further explained
below.

Base Salary.The Company's base pay levels are largely determined by evaluating the responsibilities of the position held and
the experience of the individual and by comparing the salary scale with companies of similar size and complexity. Actual base salaries are kept within a competitive salary range for each position that
is established through job evaluation and market comparisons and approved by the Committee as reasonable and necessary. Mr. Schaeffer's minimum base salary for 2003 has not yet been determined.

Annual Incentives.Mr. Schaeffer will also receive an annual bonus as determined by the Board of Directors.

Stock Option Program.The Committee strongly believes that by providing those persons who have substantial responsibility
over the management and growth of the Company with an opportunity to increase their ownership of the Company's stock, the interests of stockholders and executives will be closely aligned. Therefore,
the Committee is evaluating the implantation of a stock option plan for the Company's key employees (including the Named Executives) that would make them eligible to receive either incentive stock
options or nonqualified stock options.

Certain Tax Considerations.Section 162(m) of the Code generally limits the corporate tax deduction for compensation
paid to the Named Executives to $1,000,000 in any given taxable year, unless certain requirements are met. The Compensation Committee has carefully considered the impact of this tax code provision.
The Committee currently believes that it has structured the compensation plans for the Named Executives as necessary in order to maximize the Company's corporate tax deduction without limiting the
Company's ability to attract and retain qualified executives.

Summary.After its review of all existing programs, the Committee continues to believe that the total compensation program
for executives of the Company is focused on increasing values for stockholders and enhancing corporate performance. The Committee believes that executive compensation levels at the Company are
competitive with the compensation programs provided by other corporations with which the Company competes. The foregoing report has been approved by all members of the Committee.

COMPENSATION COMMITTEE

Eugene Linden, Chairman
Pedro A. Arias
William B. Hewitt

8

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PERFORMANCE GRAPH

The following graph compares the Company's cumulative total stockholder return since December 31, 1996 with the Russell 2000 Index and with selected
companies that the Company believes are similar to the Company (the "Peer Group"). The Company's Peer Group is comprised of the following companies: Intertape Polymer Group, Inc., Lydall
Corporation, Millipore Corporation, Pall Corporation and Unifi, Inc.

Comparison of Total Return*
Polymer Group, Inc., Russell 2000 Index and the Peer Group

GRAPHIC

COMPARISON
OF CUMULATIVE TOTAL RETURN OF ONE OR MORE
COMPANIES, PEER GROUPS, INDUSTRY INDEXES AND/OR BROAD MARKETS

|                             |  | FISCAL YEAR ENDING
|---------------------------- |  | ------------------
|
|
|Polymer Group                |  | 100.00            
|Customer Selected Stock List |  | 100.00            
|Russell 2000 Index           |  | 100.00            

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following information with respect to the outstanding shares of Common Stock of the Company beneficially owned by each director and nominee for director of
the Company, the chief executive officer and the four other most highly compensated executive officers, all beneficial owners of more than five

9

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percent of each class of Common Stock known to the Company and the directors and executive officers as a group is furnished as of April 1, 2003, except as otherwise indicated.

|Title of Class |  | Name of Beneficial Owner                                 |  | Number of Shares(1) |  | Percent of
Class(2) |  
|-------------- |  | -------------------------------------------------------- |  | ------------------- |  | ------------------- | -
|Class A Common |  | MatlinPatterson Global Opportunities
Partners L.P.(3)(9) |  | 10,727,193          |  | 80.3                | %
|               |  | James D. Bennett(4)                                      |  | 600,874             |  | 6.01                | %
|               |  | James G. Boyd(6)(9)                                      |  |                    |  | *                   |  
|               |  | Pedro A. Arias                                           |  |                    |  | *                   |  
|               |  | Ramon Betolaza                                           |  |                    |  | *                   |  
|               |  | Lap Wai Chan                                             |  |                    |  | *                   |  
|               |  | William B. Hewitt                                        |  |                    |  | *                   |  
|               |  | Eugene Linden                                            |  |                    |  | *                   |  
|               |  | James A. Ovenden                                         |  |                    |  | *                   |  
|               |  | Michael Watzky                                           |  |                    |  | *                   |  
|               |  | James L. Schaeffer                                       |  |                    |  | *                   |  
|               |  | S. Grant Reeves                                          |  |                    |  | *                   |  
|               |  | Fernando Espinosa                                        |  |                    |  | *                   |  
|               |  | All directors and executive officers as a group          |  |                    |  | *                   |  
|Class B Common |  | Jerry Zucker(5)(9)                                       |  | 100,391             |  | 25.1                | %
|               |  | James G. Boyd(6)(9)                                      |  | 62,202              |  | 15.6                | %
|               |  | The InterTech Group, Inc.(7)                             |  | 51,101              |  | 12.8                | %
|               |  | Golder, Thoma, Cressey Fund III Limited Partnership(8)   |  | 70,331              |  | 17.6                | %
|               |  | Pedro A. Arias                                           |  |                    |  | *                   |  
|               |  | Ramon Betolaza                                           |  |                    |  | *                   |  
|               |  | Lap Wai Chan                                             |  |                    |  | *                   |  
|               |  | William B. Hewitt                                        |  |                    |  | *                   |  
|               |  | Eugene Linden                                            |  |                    |  | *                   |  
|               |  | James A. Ovenden                                         |  |                    |  | *                   |  
|               |  | Michael Watzky                                           |  |                    |  | *                   |  
|               |  | James L. Schaeffer                                       |  |                    |  | *                   |  
|               |  | S. Grant Reeves                                          |  | 88                  |  | *                   |  
|               |  | Fernando Espinosa                                        |  |                    |  | *                   |  
|               |  | All directors and executive officers as a group          |  | 62,290              |  | 15.6                | %
|Class C Common |  | PGI Special Purpose Holdings, LLC                        |  | 118,449             |  | 100                 | %
|               |  | James G. Boyd                                            |  |                    |  | *                   |  
|               |  | Pedro A. Arias                                           |  |                    |  | *                   |  
|               |  | Ramon Betolaza                                           |  |                    |  | *                   |  
|               |  | Lap Wai Chan                                             |  |                    |  | *                   |  
|               |  | William B. Hewitt                                        |  |                    |  | *                   |  
|               |  | Eugene Linden                                            |  |                    |  | *                   |  
|               |  | James A. Ovenden                                         |  |                    |  | *                   |  
|               |  | Michael Watzky                                           |  |                    |  | *                   |  
|               |  | James L. Schaeffer                                       |  |                    |  | *                   |  
|               |  | S. Grant Reeves                                          |  |                    |  | *                   |  
|               |  | Fernando Espinosa                                        |  |                    |  | *                   |  
|               |  | All directors and executive officers as a group          |  |                    |  | *                   |  

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In connection with the Company's emergence from bankruptcy on March 5, 2003 (the "Effective Date") a change of control occurred resulting
in MatlinPatterson being the beneficial owner of 80.3% of the Company's voting securities and giving MatlinPatterson the ability to elect directors and control all major corporate transactions.
Pursuant to the Joint Second Amended Modified Plan of Reorganization (the "Plan") of the Company and certain of its subsidiaries, as confirmed by the United States Bankruptcy Court for the District of
South Carolina on January 16, 2003, MatlinPatterson acquired ownership of
5,499,445 shares of Class A Common in consideration of the cancellation of certain debt instruments (and all pre-petition interest thereon) which were acquired by MatlinPatterson
and certain of its affiliates through a series of trades at an aggregate cost to MatlinPatterson and such affiliates of $150,732,172 as follows: 1,579,425 shares issued in respect of $114,813,000
principal amount 8.75% Senior Subordinated Notes of the Company due 2008 (the "8.75% Senior Subordinated Notes") (and all pre-petition interest thereon) acquired by MatlinPatterson and
certain of its affiliates at a total cost of $43,108,511; 3,907,871 shares issued in respect of $279,549,000 principal amount 9% Senior Subordinated Notes of the Company due 2008 (the "9% Senior
Subordinated Notes") and all pre-petition interest thereon acquired by MatlinPatterson and certain of its affiliates at a total cost of $107,413,619; 1,480 shares issued in respect of
$113,000 principle amount 9.25% Senior Notes due 2006 of Dominion Textile (USA) Inc. and all pre-petition interest thereon acquired by MatlinPatterson and certain of its affiliates
at a total cost of $25,425; and 10,669 shares issued in respect of $821,000 principle amount 8.875% Senior Subordinated Notes due 2003 of Dominion Textile and all pre-petition interest
thereon acquired by MatlinPatterson and certain of its affiliates at a total cost of $184,725.

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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Stockholders Agreement

In order to effectuate certain provisions of the Plan, MatlinPatterson Global Opportunities Partners, the Company, Northeast Investors Trust ("NIT"), One Group
Income Bond Fund ("One Group Income"), One Group High Yield Bond Fund ("One Group High Yield"), Southern Ute Growth Fund ("Southern Ute Growth"), Southern Ute Permanent Fund (together with One Group
Income, One Group High Yield and Southern Ute Growth, "Pacholder"), Atlantic Global Funding Ltd. ("Atlantic"), CHYPS 1997-1 Ltd. ("CHYPS 1997"), CHYPS
1999-1 Ltd., a Cayman Islands company (collectively with Atlantic and CHYPS 1997, "Delaware Investments") (NIT, Pacholder and Delaware Investments are collectively referred to
herein as the "Non-Matlin Global Partners Holders"), Jerry Zucker ("Zucker") and James G. Boyd ("Boyd") entered into a Shareholders Agreement, dated as of March 5, 2003 (the
"Shareholders Agreement"). The terms of the Shareholders Agreement are described below.



Pursuant to the Shareholders Agreement, the Company granted contractual preemptive rights to each holder of the Common Stock issued: (a) pursuant to the
Plan; (b) upon the conversion of the Convertible Notes or exercise of the Warrants, (c) upon antidilution adjustments to the Class B Common Stock, or
Convertible Notes, or (d) upon stock splits, stock dividends or otherwise, in each case, in respect of the securities set forth in clauses (a), (b) and (c) above (collectively,
the "Initial Common Stock"). Such contractual preemptive rights give each holder of Initial Common Stock the right to purchase up to its pro rata share of any shares of capital stock or options,
warrants, conversion rights or other rights to acquire shares of capital stock proposed to be issued by the Company, subject to certain excluded issuances set forth in the Shareholders Agreement and
summarized in the immediately following sentence. Issuances of the following securities of the Company are not subject to the preemptive rights: (a) shares of Common Stock issuable upon
conversion of the Convertible Notes; (b) shares of Class B Common Stock issuable pursuant to the anti-dilution provisions of the Class B Common Stock upon conversion
of the Convertible Notes as set forth in Article IV, Section 2(a)(x) of the Company's Amended and Restated Certificate of Incorporation; (c) equity securities of the
Company issued in connection with (i) any acquisition of another entity (other than an individual) by the Company or any subsidiary of the Company by merger, stock purchase, purchase of all or
substantially all of the assets, or other reorganization, or (ii) the purchase of all or substantially all of the assets of another entity, in each case that is approved by a majority of the
Company's Board of Directors; (d) up to an aggregate of 4,000,000 shares of Common Stock (or related options) issued to employees, officers, directors, consultants, other persons performing
services for the Company (including distributors and sales representatives) and their respective affiliates, in each case, pursuant to any stock option plan, or similar equity-based compensatory
arrangement approved by a majority of the Company's Board of Directors; (e) shares of Common Stock issued in connection with any stock split, stock dividend, recapitalization or similar
transaction by the Company; (f) shares of Common Stock issued pursuant to a firm commitment underwritten public offering of the Company's Common Stock; (g) non-convertible
debt securities or debt instruments; (h) shares of capital stock issued pursuant to a rights offering made to all holders of Initial Common Stock in accordance with applicable Federal
securities laws; (i) shares of Common Stock and other securities issuable pursuant to the Plan; (j) shares of Common Stock issuable upon exercise of the Warrants; and (k) shares
of capital stock issued pursuant to an anti-takeover plan, takeover defense plan or "poison pill" in the form of a shareholder rights plan or similar plan adopted by the Company. The
contractual preemptive rights may be waived with the prior consent of the Company's Board of Directors, including at least one Non-Matlin Global Partners Board Member, and MatlinPatterson
Global Opportunities Partners. The contractual preemptive rights terminate upon a change of

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control of the Company (as defined in the Shareholders Agreement) or with the consent of the Company's Board of Directors, including at least one Non-Matlin Global Partners Board Member,
and MatlinPatterson Global Opportunities Partners.



Pursuant to the Shareholders Agreement, MatlinPatterson Global Opportunities Partners has granted "tag-along" rights to each holder of Initial Common
Stock. In the event MatlinPatterson Global Opportunities Partners proposes to sell any of its Common Stock of the Company, subject to certain exempt transactions set forth in the Shareholders
Agreement, each holder of Initial Common Stock shall have the right to sell, along side MatlinPatterson Global Opportunities Partners, its pro rata share of the total number of shares proposed to be
sold by MatlinPatterson Global Opportunities Partners to the proposed purchaser on the same terms and conditions as MatlinPatterson Global Opportunities Partners. The tag-along rights may
be waived with the prior consent of the Company's Board of Directors, including at least one Non-Matlin Global Partners Board Member, and MatlinPatterson Global Opportunities Partners. The
tag-along rights terminate upon a change of
control of the Company (as defined in the Shareholders Agreement) or with the consent of the Company's Board of Directors, including at least one Non-Matlin Global Partners Board Member,
and MatlinPatterson Global Opportunities Partners.



In accordance with the Plan, the Shareholders Agreement sets forth certain covenants of the parties thereto with respect to the composition of the Company's Board
of Directors and the voting of the shares held thereby with respect to the nomination, election and removal of directors.

Pursuant
to the Plan and the Shareholders Agreement, as of March 6, 2003 (the "Effective Date"), the Company's Board of Directors will be (a) fixed at nine members, each
with one year terms, subject to the removal provisions of the Company's Bylaws, and (b) composed of five directors designated by MatlinPatterson Global Opportunities Partners (together with any
direct or indirect successors thereto designated by MatlinPatterson Global Opportunities Partners, the "MP Board Members"), two directors designated by the pre-Effective Date Board of
Directors of the Company, who were initially Zucker and Boyd (together with any direct or indirect successors thereto, the "ZB Board Members"), and two directors designated by the
Non-Matlin Global Partners Holders (together with any direct or indirect successors thereto, the "Non-Matlin Global Partners Board Members").

At
the annual meeting of stockholders for the calendar years 2003, 2004 and 2005, MatlinPatterson Global Opportunities Partners, each Non-Matlin Global Partners Holder,
Zucker (as long as he is a director) and Boyd (as long as he is a director) each agreed to vote or cause to be voted all shares of Common Stock and other voting equity owned by him or it, or over
which he or it has voting control, and otherwise use its respective best efforts, so as to nominate and elect to the Board of Directors the Matlin Global Partners Board Members, Non-Matlin
Global Partners Board Members and ZB Board Members sitting on the Company's Board of Directors on the date immediately preceding such meeting; provided that if there is any vacancy on the Company's
Board of Directors on the date immediately preceding such meeting as the result of the removal, resignation, death, disability or otherwise of a Matlin Global Partners Board Member,
Non-Matlin Global Partners Board Member or ZB Board Member, MatlinPatterson Global Opportunities Partners, each Non-Matlin Global Partners Holder, Zucker and Boyd each shall
vote or cause to be voted all shares of Common Stock and other voting equity owned by him or it, or over which he or it has voting control, and otherwise use its respective best efforts, so as to
nominate and elect a successor designated by MatlinPatterson Global Opportunities Partners, if the director was a Matlin Global Partners Board Member, designated by the remaining
Non-Matlin Global Partners Board Member, if the director was a Non-Matlin Global Partners Board Member and designated by the remaining ZB Board Member, if the director was a ZB
Board Member; provided that (a) MatlinPatterson Global Opportunities Partners shall not be required to vote, or cause to be voted, the shares of Common Stock

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or other voting equity owned by it or over which it has voting control, or use its best efforts, to nominate or elect any proposed director if such proposed director was previously removed from the
Board of Directors in accordance with the terms of the Shareholders Agreement, and (b) upon the
removal of any ZB Board Member pursuant to Sections 4.2(c) or (d) of the Shareholders Agreement, the remaining ZB Board Member shall not have the right to designate a successor to the removed
ZB Board Member.

At
any time prior to the third anniversary of the Effective Date, upon the vacancy of any director due to resignation, removal or otherwise, MatlinPatterson Global Opportunities
Partners, each Non-Matlin Global Partners Holder, Zucker and Boyd will shall vote or cause to be voted all shares of Common Stock and other voting equity owned by him or it, or over which
he or it has voting control, and otherwise use its respective best efforts, so as to nominate and elect a successor designated by MatlinPatterson Global Opportunities Partners, if the director was a
Matlin Global Partners Board Member, designated by the remaining Non-Matlin Global Partners Board Member, if the director was a Non-Matlin Global Partners Board Member and
designated by the remaining ZB Board Member, if the director was a ZB Board Member; provided that (i) MatlinPatterson Global Opportunities Partners shall not be required to vote, or cause to be
voted, the shares of Common Stock or other voting equity owned by it or over which it has voting control, or use its best efforts, to nominate or elect any proposed director if such proposed director
was previously removed from the Company's Board of Directors in accordance with the terms of the Shareholders Agreement, and (ii) upon the removal of any ZB Board Member pursuant to Sections
4.2(c) or (d) of the Shareholders Agreement, the remaining ZB Board Member shall not have the right to designate a successor to the removed ZB Board Member.

At
any time on or after the third anniversary of the Effective Date, MatlinPatterson Global Opportunities Partners, each Non-Matlin Global Partners Holder, Zucker and Boyd
will each vote or cause to be voted all shares of Common Stock and other voting equity owned by him or it, or over which he or it has voting control, so as to nominate, include on the Company's slate
of directors and elect each Matlin Global Partners Board Member, ZB Board Member and Non-Matlin Global Partners Board Member that served on the Board of Directors immediately prior to such
election and/or each other shareholder nominee; provided that in the case of each such specific nomination (i) such Matlin Global Partners Board Member, ZB Board Member, Non-Matlin
Global Partners Board Member or other Shareholder nominee has been properly nominated by a shareholder, and (ii) the nomination thereof has the support of the affirmative vote of at least 12.5%
of the issued and outstanding shares of Common Stock; provided, further that each share of Common Stock may be counted in support of only one nominee; provided further that in no event shall the size
of the Company's Board of Directors be increased by operation of this provision.

MatlinPatterson
Global Opportunities Partners may not vote, or cause to be voted, the shares of Common Stock or other voting equity owned by it, or over which it has voting control, to
remove Zucker or any ZB Board Member that is a direct or indirect successor thereto from the Company's Board of Directors without cause unless (i) Zucker's employment with the Company or its
subsidiaries is terminated for cause, or (ii) (A) Zucker's employment with the Company or its subsidiaries is terminated without cause or Zucker resigns and (B) the Company
tenders or otherwise pays to Zucker the amounts that he is entitled to receive under his letter agreement dated May 22, 1998, as amended on May 11, 2002 (as the same may be amended from
time to time, the "Zucker Change of Control Agreement") or any other applicable agreement; provided, however, that during the pendency of any dispute relating to (I) Zucker's termination of
employment, (II) whether such termination of employment is for cause, or (III) whether Zucker is entitled to payment under the Zucker Change of Control Agreement or any other applicable
agreement, MatlinPatterson Global Opportunities Partners shall be permitted to vote, and cause to be voted, the shares of Common Stock or other voting equity owned by it, and over which it has
voting control, to remove Zucker (or any ZB Board Member that is a direct or indirect successor thereto) from the Company's Board of Directors. Nothing in this provision limits MatlinPatterson Global
Opportunities Partners' right to vote, or cause to be voted, the shares of Common Stock or other voting equity

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owned by it, or over which it has voting control, to remove for cause Zucker or any ZB Board Member that is a direct or indirect successor thereto from the Company's Board of Directors.

MatlinPatterson
Global Opportunities Partners may not vote, or cause to be voted, the shares of Common Stock or other voting equity owned by it, or over which it has voting control, to
remove Boyd or any ZB Board Member that is a direct or indirect successor thereto from the Company's Board of Directors without cause unless (i) Boyd's employment with the Company or its
subsidiaries is terminated for cause, or (ii) (A) Boyd's employment with the Company or its subsidiaries is terminated without cause or Boyd resigns and (B) the Company tenders or
otherwise pays Boyd the amounts that he is entitled to receive under his letter agreement dated May 22, 1998, as amended on May 11, 2002 (as the same may be amended from time to time,
the "Boyd Change of Control Agreement") or any other applicable agreement; provided, however, that during the pendency of any dispute relating to (I) Boyd's termination of employment,
(II) whether such termination of employment is for cause, or (III) whether Boyd is entitled to payment under the Boyd Change of Control Agreement or any other applicable agreement,
MatlinPatterson Global Opportunities Partners shall be permitted to vote, and cause to be voted, the shares of Common Stock or other voting equity owned by it, and over which it has voting control, to
remove Boyd (or any ZB Board Member that is a direct or indirect successor thereto) from the Company's Board of Directors. Nothing in this provision limits MatlinPatterson Global Opportunities
Partners' right to vote, or cause to be voted, the shares of Common Stock or other voting equity owned by it, or over which it has voting control, to remove for cause Boyd or any ZB Board Member that
is a direct or indirect successor thereto from the Company's Board of Directors.

If
a ZB Board Member is removed as a director for cause or otherwise in accordance with Section 4.2(c) or (d) of the Shareholders Agreement, the Company is to promptly call
a special meeting of shareholders for the purpose of reducing the number of directors on the Company's Board of Directors to eliminate the vacancy created by such removal and MatlinPatterson Global
Opportunities Partners shall, at such special meeting, vote, and cause to be voted, the shares of Common Stock or other voting equity owned by it, or over which it has voting control, in favor of
reducing the number of directors on the Company's Board of Directors to eliminate such vacancy; provided, however, that (i) during the pendency of any dispute described in the proviso of
Section 4.2(c)(ii) of the Shareholders Agreement, MatlinPatterson Global Opportunities Partners shall not vote, or cause to be voted, the shares of Common Stock or other voting equity
owned by it, or over which it has voting control in favor of either the elimination of the vacancy created by the removal of Zucker or any ZB Board Member that is a direct or indirect successor
thereto or the election of any director to fill such vacancy, and (ii) during the pendency of any dispute described in the proviso of Section 4.2(d)(ii) of the Shareholders
Agreement (summarized in Paragraph II(C)(2)(d)(ii) of this Item 6), MatlinPatterson Global Opportunities Partners shall not vote, or cause to be voted, the shares of Common Stock or
other voting equity owned by it, or over which it has voting control in favor of either the elimination of the vacancy created by the removal of Boyd or any ZB Board Member that is a direct or
indirect successor thereto or the election of any director to fill such vacancy.

MatlinPatterson
Global Opportunities Partners shall not vote, or cause to be voted, the shares of Common Stock or other voting equity owned by it, or over which it has voting control, to
remove without cause any Non-Matlin Global Partners Board Member.

At
least one Non-Matlin Global Partners Board Member shall be a member of each of the audit committee, compensation committee and executive committee for so long as a
Non-Matlin Global Partners Board Member has a right to a seat on the Company's Board of Directors pursuant to Sections 4.1, 4.2(a) or 4.2(b) of the Shareholders Agreement; provided that at
least one Non-Matlin Global Partners Board Member is a member of the Company's Board of Directors during such period and that the member to serve on such committees satisfies all
applicable Federal, state, securities exchange, quotation system, and self regulatory organization (including, without limitation, the Securities and Exchange Commission, New York Stock Exchange,
Nasdaq and the OTC Bulletin Board, as the case

15

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may be) rules and regulations regarding, concerning and relating to qualifications and requirements necessary for service on such committees.

The
provisions of the Shareholders Agreement regarding the composition of the Company's Board of Directors and the voting of the shares held by the parties thereto with respect to the
nomination, election and removal of directors shall terminate upon a change of control of the Company (as defined in the Shareholders Agreement).



In accordance with the Plan and pursuant to the Shareholders Agreement, the Company is subject to the following additional obligations.



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The
Shareholders Agreement contains other provisions regarding, among other things, transferring rights granted by the Shareholders Agreement, third party beneficiaries and enforcement
of certain provisions of the Shareholders Agreement thereby, specific performance, amendments, granting of equivalent rights to additional shareholders of the Company, and termination of the
requirements for approval of actions by Non-Matlin Global Partners Board Members.

The
Company's corporate headquarters are housed in space leased by a shareholder of the Company from an affiliate of the shareholder at an approximate annual rental charge of
$0.2 million. Shared service costs are charged to the Company and approximated $0.8, $2.1 and $1.7 million in 2002, 2001 and 2000 respectively. The Company leased a manufacturing
facility from an affiliated entity that the Company believed was comparable to similar properties in the area. This lease was terminated in January 2003 at no cost to the Company. Annual rent
expense relating to this terminated lease approximated $0.2 million in 2002, 2001 and 2000. In addition, during 2000 the Company purchased equipment for approximately $0.3 million from
an entity affiliated with the Company. The Company believes that the purchase price for this equipment was comparable to that which would have been paid to an unaffiliated third party. The Company is
currently reviewing these agreements to determine their enforceability and the Company's rights, including the right to terminate, under these agreements.

During
2002, the Company entered into a Joint Development Agreement dated as of April 17, 2002 and in December 2002 entered into a Supply Agreement dated April 30,
2002, with a third party affiliated with certain of the Company's stockholders. During 2002, no payments were made by either party under either of these agreements. Certain of the Company's key
employees provide services for InterTech, a shareholder of the Company, and other affiliates of InterTech. InterTech and its affiliates pay such employees directly for these services. The Company is
currently examining this relationship.

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SIGNATURES

According to the requirements of the Securities Exchange act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized on April 28, 2003.

| |  | POLYMER GROUP, INC.
| |  | -------------------
| |  | By:                

According
to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities indicated on April 28, 2003.

|Signatures                              |  | Title                                                                                                                                   
|--------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------
|                                        |  |                                                                                                                                         
|/s/JAMES L. SCHAEFFERJames L. Schaeffer |  | Chief Executive Officer                                                                                                                 
|/s/JAMES G. BOYDJames G. Boyd           |  | Executive Vice President, Chief Financial Officer, Treasurer and Director (principal financial officer and principal accounting officer)
|/s/PEDRO ARIASPedro Arias               |  | Director                                                                                                                                
|/s/RAMON BETOLAZARamon Betolaza         |  | Director                                                                                                                                
|/s/LAP WAI CHANLap Wai Chan             |  | Director                                                                                                                                
|/s/WILLIAM B. HEWITTWilliam B. Hewitt   |  | Director                                                                                                                                
|/s/EUGENE LINDENEugene Linden           |  | Director                                                                                                                                
|                                        |  |                                                                                                                                         

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|/s/JAMES OVENDENJames Ovenden   |  | Director
|------------------------------- |  | --------
|/s/MICHAEL WATZKYMichael Watzky |  | Director

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