AMENDMENT NO. 3 TO MANAGEMENT AGREEMENT
THIS AMENDMENT, dated as of May 15, 1996, is by and between PGI Polymer Inc., a Delaware
corporation formerly known as Polymer Group, Inc. (the "Company"), FiberTech Group, Inc., a Delaware
corporation ("FiberTech"), Golder, Thoma, Cressey Fund III Limited Partnership, an Illinois limited partnership,
as successor in interest to ZBG Partners, and James G. Boyd (the "Executive").
WHEREAS, the parties hereto are parties to a Management Agreement dated as of October 21, 1992, as
subsequently amended as of June 24, 1994 and March 15, 1995 (the "Management Agreement");
WHEREAS, pursuant to an Exchange Agreement dated as of June 29, 1994 (the "Exchange Agreement"), the
Executive exchanged certain shares of capital stock of the Company for shares of capital stock of Polymer
Group, Inc., a Delaware corporation ("New PGI");
WHEREAS, New PGI 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) Paragraphs (e) and (f) of Section 2 and any definitions which are no used outstide of