Exhibit 3.2  AMENDED AND RESTATED BY-LAWS
OF
POLYMER GROUP, INC.
A Delaware Corporation  November 13, 2007  ARTICLE I
OFFICES  Section 1.               Registered
Office.  The registered office of the
Corporation in the State of Delaware shall be located at 2711 Centerville Road,
Suite 400, Wilmington, Delaware, County of New Castle. 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 in April or May beginning in 2005. 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 chief executive officer, 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 chief executive officer
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.  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
chief executive officer 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 themeeting 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.  2


If the adjournment is for more than thirty days, or if after the
adjournment a new record date is 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 entitledto 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  3


amended, and the rules and regulations thereunder with respect to
the matters set forth in this Section 11 of Article II.  A stockholders notice to the secretary shall
set forth as to eachmatter 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 Corporationwithout 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),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  4


certificate of designation), such directors shall be elected by a
plurality of the votes of such class 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 andqualified 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 (a) by
the affirmative vote of a majority of the directors then serving and 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, as the same may be
amended from time to time or (b) by the affirmative vote of 50.1% of the
outstanding shares of the Corporations common stock.  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 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  5


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 sodetermine, 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 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 2 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, 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 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  6


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 shallbe 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.  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  7


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.               Officers.  The officers of the Corporation shall be
elected by the board of directors and may consist of a chairman of the board,
chief executive officer, one or more vice-presidents, a chief financial
officer, a secretary, one or more assistant secretaries 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.  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. 
The election or appointment of an officer shall not, of itself, create
contract rights.  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 board of directors
may elect a chairman of the board from among its members.  Such person shall preside at all meetings of
the board of directors and stockholders and shall have all powers and shall
perform all duties incident to the office of the chairman of the board that may
be required by law 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.  Section 7.               Chief
Executive Officer.  The chief
executive officer of the Corporation shall, subject to the powers of the board
of directors, have general charge of the business, operations, 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
chief executive officer shall report to the board of directors.  The chief executive officer 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 chief executive officer  8


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 8.               Chief
Financial Officer.  The chief
financial officer of the Corporation shall, under the direction of the chief
executive officer, be responsible for all financial and accounting matters and
for the direction of the office of controller. The chief financial officer
shall have such other powers and perform such other duties as may be prescribed
by the chief executive officer or the board of directors or as may be provided
in these by-laws.  Section 9.               Vice-presidents.  The vice-president, or if there shall be more
than one, the vice-presidents, shall perform such duties and have such powers
as the board of directors, the  chief
executive officer 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 or the chief executive officer may
from time to time prescribe.  Section 10.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 or such other person
requested by the chairman of the board 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 chief executive officer 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 or by the
signature of such assistant secretary. The board of directors maygive 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, 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 chief executive officer,
or secretary may, from time to time, prescribe.  Section 11.             Additional
Officers.  The board of directors or
the chief executive officer may from time to time appoint such other officers
as the board of directors or the chief executive officer may deem advisable and
such officers shall have such authority and shall perform such duties as may
from time to time be assigned to them by the board of directors or the chief
executive officer.  Section 12.             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.  9


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 (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 indefending 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 thisArticleV 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 thisArticleV 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  10


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 thisArticleV 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 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 thisArticleV, 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 tothe 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 thisArticleV in entering into or continuing such service.
The rights to indemnification and to the advance of expenses conferred in thisArticleV 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 thisArticleV 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 incurredby him or her in any such  11


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.  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 chief executive officer 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 chief executive officer, 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. Except for shares in
uncertificated form, 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.  Notwithstanding anything contained herein,
the shares of any class of the Corporations Common Stock may be in
uncertificated form, however, registered holders of any class of the
Corporations Common Stock shall be entitled to a certificate evidencing the
shares of Common Stock of the Corporation held by such holder.  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  12


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 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 closeof 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  13


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.  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 ofthe 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 not 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 other than as
permitted by applicable law and as determined, in the judgment of the
directors, that 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,  14


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.  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.   15