AMENDMENT NO. 1 TO MANAGEMENT AGREEMENT
THIS AMENDMENT, dated as of May 15, 1996, is by and between Polymer Group, Inc. (the "Company"),
Chicopee, Inc., a Delaware corporation ("Chicopee") and James G. Boyd (the "Executive").
WHEREAS, the parties hereto are parties to a Management Agreement dated as of March 15, 1995 (the
WHEREAS, the Company is contemporaneously with the execution hereof consummating an initial public
offering of its common stock; and
WHEREAS, the parties hereto desire to amend certain provisions of the Management Agreement as set forth
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Vesting. Notwithstanding anything to the contrary contained in the Management Agreement, all Executive
Stock shall be Vested Stock as of the date hereof.
(i) The following definition set forth in Section 1 of the Management Agreement is hereby amended in its entirety
to read as follows:
"Credit Agreement" means the Amended and Restated Credit Agreement dated as of May 15, 1996 among
Polymer Group, Inc. and its subsidiaries and the Chase Manhattan Bank, N.A. and certain other lenders, as the
same may be amended, modified or amended and restated from time to time.
(ii) The definitions of "Vested Stock" and "Unvested Stock" set forth in Section 1 of the Management Agreement
are hereby deleted in their entirety.
(iii) Sections 3, 4 and 6 of the Management Agreement and any definitions which are not used outstide of such
sections are hereby deleted in their entirety.
3. Counterparts. This Amendment may be executed in counterparts each of which may contain the signature of
only one party but each such counterpart shall be deemed an original and all such counterparts taken together
shall constitute one and the same Amendment.
4. Effect of Amendment. The Management Agreement, as previously amended and otherwise as in effect
immediately prior to this Amendment, continues in full force and effect in accordance