S-8

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As filed with the Securities and Exchange Commission on July 31, 2001

Registration No. 333-      

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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

Delaware	57-1003983
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
4839 Jenkins Avenue North Charleston, South Carolina	29405
(Address of Principal Executive Offices)	(Zip Code)

2001 POLYMER GROUP STOCK OPTION PLAN
(Full title of the plan)

James G. Boyd
Executive Vice President and Chief  Financial officer
Polymer Group, Inc.
4838 Jenkins Avenue
North Charleston, South Carolina 29405
(843) 566-7293
(Name and address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

H. Kurt von Moltke
Kirkland & Ellis
200 East Randolph Drive
Chicago, Illinois 60601
(312) 861-2000

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered(1)	Proposed maximum offering price per share	Proposed maximum aggregate offering price	Amount of registration fee
Common Stock, par value $0.01 per share	841,000 shares	$3.11(2)	$2,615,510	$653.88
Common Stock, par value $0.01 per share	659,000 shares	$2.75(3)	$1,812,250	$453.06

(1)

Represents 1,500,000 shares of Common Stock to be issued pursuant to the 2001 Polymer Group Stock Option Plan. Pursuant to Rule 416, this Registration Statement shall be deemed to cover any additional shares of Common Stock which may be issuable pursuant to the antidilution provisions of the Plan.

(2)

Estimated pursuant to Rule 457(h) solely for purposes of calculating the aggregate offering price and the amount of the registration fee based upon the average of the high and low prices reported for the shares on the New York Stock Exchange on July 25, 2001.

(3)

Estimated pursuant to Rule 457(h) solely for purposes of calculating the aggregate offering price and the amount of the registration fee based upon the price at which the options granted under the plan as of June 1, 2001 may be exercised.

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.  Plan Information.

    The documents containing the information specified in Part I (plan and registrant information) will be delivered in accordance with Rule 428(b)(1) under the Securities Act of 1933, as amended (the "Securities Act"). Such documents are not required to be, and are not, filed with the Securities and Exchange Commission (the "Commission"), either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents, and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

Item 2.  Registrant Information and Employee Plan Annual Information.

    Upon written or oral request, any of the documents incorporated by reference in Item 3 of Part II of this Registration Statement, which are also incorporated by reference in the Section 10(a) prospectus, other documents required to be delivered to eligible participants pursuant to Rule 428(b), or additional information about the 2001 Polymer Group Stock Option Plan (the "Plan"), will be available without charge by contacting Polymer Group, Inc., 4838 Jenkins Avenue, North Charleston, South Carolina 29405, (843) 566-7293, Attn: Corporate Secretary.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

    The following documents, which have been filed by Polymer Group, Inc. (the "Company") with the Commission, are incorporated in this Registration Statement by reference:

    (a) The Company's Prospectus, dated May 9, 1996, filed pursuant to Rule 424(b) of the Securities Act, which relates to the Company's Registration Statement on Form S-1 (Registration No. 333-02424).

    (b) The Company's Annual Report on Form 10-K for the fiscal year ended December 30, 2000.

    (c) The Company's Current Report on Form 8-K dated April 17, 2001.

    (d) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001.

    (e) The description of the Company's common stock, par value $.01 per share, included under the caption "Description of Capital Stock" in the Prospectus forming a part of the Company's Registration Statement on Form S-1, initially filed with the Commission on March 14, 1996 (Registration No. 333-02424), including exhibits, and as amended, which description has been incorporated by reference in Item 1 of the Company's Registration Statement on Form 8-A, filed pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on April 16, 1996 (Registration No. 001-14330).

    All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.

    Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

    Not applicable.

Item 5.  Interests of Named Experts and Counsel.

    Not applicable.

Item 6.  Indemnification of Directors and Officers.

    The Company is incorporated under the laws of the State of Delaware. Its Amended and Restated Certificate of Incorporation provides, as authorized by Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL"), that, to the fullest extent permitted by the DGCL, no director of the Company will be personally liable to the Company or its stockholders for monetary damages arising from a breach of fiduciary duty as a director. Consequently, no director of the Company will be

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personally liable to the Company or its stockholders for monetary damages arising from a breach of fiduciary duty as a director, except for liability:

     (i) for any transaction from which the director derives an improper personal benefit;

    (ii) for any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

    (iii) for any improper payment of dividends or redemption of shares; or

    (iv) for any breach of the director's duty of loyalty to the Company or its stockholders.

    The Amended and Restated Bylaws of the Company further provide, as permitted by Section 145 of the DGCL, that each person who was, is or is threatened to be made a party to or is otherwise involved with any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or officer of the Company or, while a director or officer of the Company, is or was serving at the request of the Company as a director, officer, employee or agent of another company or other enterprise (an "indemnitee"), will be indemnified and held harmless by the Company to the fullest extent authorized by the DGCL, against all expense, liability and loss (including attorneys' fees), reasonably incurred or suffered by such indemnitee in connection therewith. This right of indemnification includes the obligation of the Company to provide an advance of expenses, although the indemnitee may be required to repay such an advance if there is a judicial determination that the indemnitee was not entitled to the indemnification. The Company may also, by action of its Board of Directors, provide indemnification to employees and agents of the Company with the same or lesser scope and effect as the foregoing indemnification of directors and officers.

    Section 145 of the DGCL further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against such person and incurred by such person in any such capacity, arising out of such person's status as such, whether or not the corporation would otherwise have the power to indemnify such person under Section 145 of the DGCL.

    The Amended and Restated Bylaws of the Company provide that the Company 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 Company or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, whether or not the Company would have the power to indemnify such person against such liability under the DGCL.

    All of the directors and officers of the Company are covered by insurance policies maintained and held in effect by the Company against certain liabilities for actions taken in such capacities, including liabilities under the Securities Act of 1933.

Item 7.  Exemption from Registration Claimed.

    Not applicable.

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Item 8.  Exhibits.

    An Exhibit Index is located at page 7.

Number	Description
4.1	Amended and Restated Certificate of Incorporation of the Company, incorporated by reference to Exhibit 3.1 of the Company's Registration Statement on Form S-1 (Registration File No. 333-02424, as amended).
4.2	Amended and Restated Bylaws of the Company, incorporated by reference to Exhibit 3.2 of the Company's Registration Statement on Form S-1 (Registration File No. 333-02424, as amended).
4.4	The 2001 Polymer Group Stock Option Plan.
4.5	Form of Stock Option Agreement for directors of the Company.
4.6	Form of Stock Option Agreement for employees of the Company.
5.1	Opinion of Kirkland & Ellis with respect to the legality of the shares of common stock being registered hereby.
23.1	Consent of Ernst & Young L.L.P. with respect to the financial statements of the Company for the year ended December 30, 2000.
23.2	Consent of Kirkland & Ellis (included in Exhibit 5.1).

Item 9.  Undertakings.

    (a) The undersigned registrant hereby undertakes:

    (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement,

     (i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

    (ii) to reflect in the prospectus any facts or events arising after the effective date of Registration Statement (or most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and

    (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement;

    (2) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

    (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

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    (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

    (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of North Charleston, State of South Carolina, on July 31, 2001.

POLYMER GROUP, INC.
By:	/s/ JERRY ZUCKER Jerry Zucker Chairman, Chief Executive Officer and President

    Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on July 31, 2001.

Signature	Title
/s/ JERRY ZUCKER Jerry Zucker	Chairman, Chief Executive Officer, President and Director (Principal Executive Officer)
/s/ JAMES G. BOYD James G. Boyd	Executive Vice President, Chief Financial Officer, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer)
/s/ BRUCE V. RAUNER Bruce V. Rauner	Director
/s/ DAVID A. DONNINI David A. Donnini	Director
/s/ L. GLENN ORR L. Glenn Orr	Director
/s/ DUNCAN M. O'BRIEN Duncan M. O'Brien	Director

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EXHIBIT INDEX

Exhibit Number	Description
4.1	Amended and Restated Certificate of Incorporation of the Company, incorporated by reference to Exhibit 3.1 of the Company's Registration Statement on Form S-1 (Registration File No. 333-02424, as amended).
4.2	Amended and Restated Bylaws of the Company, incorporated by reference to Exhibit 3.2 of the Company's Registration Statement on Form S-1 (Registration File No. 333-02424, as amended).
4.4	The 2001 Polymer Group Stock Option Plan.
4.5	Form of Stock Option Agreement for directors of the Company.
4.6	Form of Stock Option Agreement for employees of the Company.
5.1	Opinion of Kirkland & Ellis with respect to the legality of the shares of common stock being registered hereby.
23.1	Consent of Ernst & Young L.L.P. with respect to the financial statements of the Company for the year ended December 30, 2000.
23.2	Consent of Kirkland & Ellis (included in Exhibit 5.1).

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PART I
Item 1. Plan Information.
Item 2. Registrant Information and Employee Plan Annual Information.
PART II
Item 3. Incorporation of Documents by Reference .
Item 4. Description of Securities.
Item 5. Interests of Named Experts and Counsel.
Item 6. Indemnification of Directors and Officers.
Item 7. Exemption from Registration Claimed.
Item 8. Exhibits.
Item 9. Undertakings.
SIGNATURES
EXHIBIT INDEX

EX-4.4

                                                                     EXHIBIT 4.4


                      2001 POLYMER GROUP STOCK OPTION PLAN


1. PURPOSE.

         This plan shall be known as the 2001 Polymer Group Stock Option Plan
(the "Plan"). The purpose of the Plan shall be to promote the long-term growth
and profitability of the Polymer Group, Inc. (the "Company") and its
Subsidiaries by (i) providing certain directors, officers and employees of, and
certain other individuals to whom an offer of employment has been extended by,
the Company and its Subsidiaries with incentives to maximize stockholder value
and otherwise contribute to the success of the Company and (ii) enabling the
Company to attract, retain and reward the best available persons for positions
of responsibility. Grants of incentive or non-qualified stock options, stock
appreciation rights ("SARs"), either alone or in tandem with options, restricted
stock, performance awards, or any combination of the foregoing may be made under
the Plan.

2. DEFINITIONS.

         (a) "BOARD OF DIRECTORS" and "BOARD" mean the board of directors of the
Company.

         (b) "CAUSE" means the occurrence of one or more of the following
events:

                  (i) Conviction of a felony or any crime or offense lesser than
a felony involving the property of the Company or a Subsidiary; or

                  (ii) Conduct that has caused demonstrable and serious injury
to the Company or a Subsidiary, monetary or otherwise; or

                  (iii) Willful refusal to perform or substantial disregard of
duties properly assigned, as determined by the Company; or

                  (iv) Other act of fraud or dishonesty with respect to the
Company or a Subsidiary.

         (c) "CHANGE IN CONTROL" means the occurrence of one of the following
events:

                  (i) if any "person" or "group" as those terms are used in
Sections 13(d) and 14(d) of the Exchange Act or any successors thereto, other
than an Exempt Person, is or becomes the "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act or any successor thereto), directly or indirectly,
of securities of the Company representing 50% or more of the combined voting
power of the Company's then outstanding securities; or





                  (ii) during any period of two consecutive years, individuals
who at the beginning of such period constitute the Board and any new directors
whose election by the Board or nomination for election by the Company's
stockholders was approved by at least two-thirds of the directors then still in
office who either were directors at the beginning of the period or whose
election was previously so approved, cease for any reason to constitute a
majority thereof; or

                  (iii) the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than a merger or
consolidation (A) which would result in all or a portion of the voting
securities of the Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity) more than 50% of the combined voting power
of the voting securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation or (B) by which the corporate
existence of the Company is not affected and following which the Company's chief
executive officer and directors retain their positions with the Company (and
constitute at least a majority of the Board); or

                  (iv) the stockholders of the Company approve a plan of
complete liquidation of the Company or an agreement for the sale or disposition
by the Company of all or substantially all the Company's assets, other than a
sale to an Exempt Person.

         (d) "CODE" means the Internal Revenue Code of 1986, as amended.

         (e) "COMMITTEE" means the Compensation Committee of the Board, which
shall consist solely of two or more members of the Board.

         (f) "COMMON STOCK" means the Common Stock, par value $.01 per share, of
the Company, and any other shares into which such stock may be changed by reason
of a recapitalization, reorganization, merger, consolidation or any other change
in the corporate structure or capital stock of the Company.

         (g) "COMPETITION" is deemed to occur if a person whose employment with
the Company or its Subsidiaries has terminated obtains a position as a full-time
or part-time employee of, as a member of the board of directors of, or as a
consultant or advisor with or to, or acquires an ownership interest in excess of
5% of, a corporation, partnership, firm or other entity that engages in any of
the businesses of the Company or any Subsidiary with which the person was
involved in a management role at any time during his or her last five years of
employment with or other service for the Company or any Subsidiaries.

         (h) "DISABILITY" means a disability that would entitle an eligible
participant to payment of monthly disability payments under any Company
disability plan or as otherwise determined by the Committee.

         (i) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.


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         (j) "EXEMPT PERSON" means (i) Jerry Zucker, James G. Boyd, The
InterTech Group, Golder, Thoma, Cressey Fund III Limited Partnership, Golder,
Thoma, Cressey, Rauner, Inc., or any of their respective affiliates, (ii) any
person, entity or group under the control of any party included in clause (i),
or (iii) any employee benefit plan of the Company or a trustee or other
administrator or fiduciary holding securities under an employee benefit plan of
the Company.

         (k) "FAIR MARKET VALUE" of a share of Common Stock of the Company
means, as of the date in question, the officially-quoted closing selling price
of the stock (or if no selling price is quoted, the bid price) on the principal
securities exchange on which the Common Stock is then listed for trading
(including for this purpose the Nasdaq National Market) (the "Market") for the
applicable trading day or, if the Common Stock is not then listed or quoted in
the Market, the Fair Market Value shall be the fair value of the Common Stock
determined in good faith by the Board; provided, however, that when shares
received upon exercise of an option are immediately sold in the open market, the
net sale price received may be used to determine the Fair Market Value of any
shares used to pay the exercise price or applicable withholding taxes and to
compute the withholding taxes.

         (l) "INCENTIVE STOCK OPTION" means an option conforming to the
requirements of Section 422 of the Code and any successor thereto.

         (m) "NON-EMPLOYEE DIRECTOR" has the meaning given to such term in Rule
16b-3 under the Exchange Act and any successor thereto.

         (n) "NON-QUALIFIED STOCK OPTION" means any stock option other than an
Incentive Stock Option.

         (o) "OTHER COMPANY SECURITIES" mean securities of the Company other
than Common Stock, which may include, without limitation, unbundled stock units
or components thereof, debentures, preferred stock, warrants and securities
convertible into or exchangeable for Common Stock or other property.

         (p) "RETIREMENT" under this Plan means termination of one's employment
when an employee's combined age and years of service with the Company or its
Subsidiaries equal 70.

         (q) "SUBSIDIARY" means a corporation or other entity of which
outstanding shares or ownership interests representing 50% or more of the
combined voting power of such corporation or other entity entitled to elect the
management thereof, or such lesser percentage as may be approved by the
Committee, are owned directly or indirectly by the Company.

3. ADMINISTRATION.

         The Plan shall be administered by the Committee; provided that the
Board may, in its discretion, at any time and from time to time, resolve to
administer the Plan, in which case the term "Committee" shall be deemed to mean
the Board for all purposes herein. Subject to the provisions of the Plan, the
Committee shall be authorized to (i) select persons to participate in the


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Plan, (ii) determine the form and substance of grants made under the Plan to
each participant, and the conditions and restrictions, if any, subject to which
such grants will be made, (iii) certify that the conditions and restrictions
applicable to any grant have been met, (iv) modify the terms of grants made
under the Plan, (v) interpret the Plan and grants made thereunder, (vi) make any
adjustments necessary or desirable in connection with grants made under the Plan
to eligible participants located outside the United States and (vii) adopt,
amend, or rescind such rules and regulations, and make such other
determinations, for carrying out the Plan as it may deem appropriate. Decisions
of the Committee on all matters relating to the Plan shall be in the Committee's
sole discretion and shall be conclusive and binding on all parties. The
validity, construction, and effect of the Plan and any rules and regulations
relating to the Plan shall be determined in accordance with applicable federal
and state laws and rules and regulations promulgated pursuant thereto. No member
of the Committee and no officer of the Company shall be liable for any action
taken or omitted to be taken by such member, by any other member of the
Committee or by any officer of the Company in connection with the performance of
duties under the Plan, except for such person's own willful misconduct or as
expressly provided by statute.

         The expenses of the Plan shall be borne by the Company. The Plan shall
not be required to establish any special or separate fund or make any other
segregation of assets to assume the payment of any award under the Plan, and
rights to the payment of such awards shall be no greater than the rights of the
Company's general creditors.

4. SHARES AVAILABLE FOR THE PLAN.

         Subject to adjustments as provided in Section 12, an aggregate of
1,500,000 shares of Common Stock (the "Shares") may be issued pursuant to the
Plan. Such Shares may be in whole or in part authorized and unissued or held by
the Company as treasury shares. If any grant under the Plan expires or
terminates unexercised, becomes unexercisable or is forfeited, then such
unpurchased or forfeited Shares shall thereafter be available for further grants
under the Plan.

         Without limiting the generality of the foregoing provisions of this
Section 4 or the generality of the provisions of Sections 3, 6 or 14 or any
other section of this Plan, the Committee may, at any time or from time to time,
and on such terms and conditions (that are consistent with and not in
contravention of the other provisions of this Plan) as the Committee may, in its
sole discretion, determine, enter into agreements (or take other actions with
respect to the options) for new options containing terms (including exercise
prices) more (or less) favorable than the outstanding options.


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5. PARTICIPATION.

         Participation in the Plan shall be limited to those directors
(including Non-Employee Directors), officers (including non-employee officers)
and employees of, or to whom an offer of employment has been extended by, the
Company or its Subsidiaries selected by the Committee (including participants
located outside the United States). Nothing in the Plan or in any grant
thereunder shall confer any right on a participant to continue in the employ as
a director or officer of or in the performance of services for the Company or
shall interfere in any way with the right of the Company to terminate the
employment or performance of services or to reduce the compensation or
responsibilities of a participant at any time. By accepting any award under the
Plan, each participant and each person claiming under or through him or her
shall be conclusively deemed to have indicated his or her acceptance and
ratification of, and consent to, any action taken under the Plan by the Company,
the Board or the Committee.

         Incentive Stock Options or Non-qualified Stock Options may be granted
to such persons and for such number of Shares as the Committee shall determine
(such individuals to whom grants are made being sometimes herein called
"optionees" or "grantees," as the case may be). Determinations made by the
Committee under the Plan need not be uniform and may be made selectively among
eligible individuals under the Plan, whether or not such individuals are
similarly situated. A grant of any type made hereunder in any one year to an
eligible participant shall neither guarantee nor preclude a further grant of
that or any other type to such participant in that year or subsequent years.

6. INCENTIVE AND NON-QUALIFIED OPTIONS.

         The Committee may from time to time grant to eligible participants
Incentive Stock Options, Non-qualified Stock Options, or any combination
thereof; provided that the Committee may grant Incentive Stock Options only to
eligible employees of the Company or its subsidiaries (as defined for this
purpose in Section 424(f) of the Code or any successor thereto). In any one
calendar year, the Committee shall not grant to any one participant options to
purchase a number of shares of Common Stock in excess of 10% of the total number
of Shares authorized under the Plan pursuant to Section 4. The options granted
shall take such form as the Committee shall determine, subject to the following
terms and conditions.

         It is the Company's intent that Non-qualified Stock Options granted
under the Plan not be classified as Incentive Stock Options, that Incentive
Stock Options be consistent with and contain or be deemed to contain all
provisions required under Section 422 of the Code and any successor thereto, and
that any ambiguities in construction be interpreted in order to effectuate such
intent. If an Incentive Stock Option granted under the Plan does not qualify as
such for any reason, then to the extent of such non-qualification, the stock
option represented thereby shall be regarded as a Non-qualified Stock Option
duly granted under the Plan, provided that such stock option otherwise meets the
Plan's requirements for Non-qualified Stock Options.

         (a) PRICE. The price per Share deliverable upon the exercise of each
option ("exercise price") shall be established by the Committee, except that in
the case of the grant of any


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Incentive Stock Option, the exercise price may not be less than 100% of the Fair
Market Value of a share of Common Stock as of the date of grant of the option,
and in the case of the grant of any Incentive Stock Option to an employee who,
at the time of the grant, owns more than 10% of the total combined voting power
of all classes of stock of the Company or any of its Subsidiaries, the exercise
price may not be less than 110% of the Fair Market Value of a share of Common
Stock as of the date of grant of the option, in each case unless otherwise
permitted by Section 422 of the Code or any successor thereto.

         (b) PAYMENT. Options may be exercised, in whole or in part, upon
payment of the exercise price of the Shares to be acquired. Unless otherwise
determined by the Committee, payment shall be made (i) in cash (including check,
bank draft, money order or wire transfer of immediately available funds), and/or
(ii) by simultaneous sale through a broker reasonably acceptable to the
Committee of Shares acquired on exercise, as permitted under Regulation T of the
Federal Reserve Board.

         (c) TERMS OF OPTIONS. The term during which each option may be
exercised shall be determined by the Committee, but if required by the Code and
except as otherwise provided herein, no option shall be exercisable in whole or
in part more than ten years from the date it is granted, and no Incentive Stock
Option granted to an employee who at the time of the grant owns more than 10% of
the total combined voting power of all classes of stock of the Company or any of
its Subsidiaries shall be exercisable more than five years from the date it is
granted. All rights to purchase Shares pursuant to an option shall, unless
sooner terminated, expire at the date designated by the Committee. The Committee
shall determine the date on which each option shall become exercisable and may
provide that an option shall become exercisable in installments. The Shares
constituting each installment may be purchased in whole or in part at any time
after such installment becomes exercisable, subject to such minimum exercise
requirements as may be designated by the Committee. Prior to the exercise of an
option and delivery of the Shares represented thereby, the optionee shall have
no rights as a stockholder with respect to any Shares covered by such
outstanding option (including any dividend or voting rights).

         (d) LIMITATIONS ON GRANTS. If required by the Code, the aggregate Fair
Market Value (determined as of the grant date) of Shares for which an Incentive
Stock Option is exercisable for the first time during any calendar year under
all equity incentive plans of the Company and its Subsidiaries (as defined in
Section 422 of the Code or any successor thereto) may not exceed $100,000.

         (e) TERMINATION; FORFEITURE.

                  (i) DEATH OR DISABILITY. If a participant ceases to be a
director, officer or employee of the Company and any Subsidiary due to death or
Disability, all of the participant's options shall become fully vested and
exercisable and shall remain so for a period of 180 days from the date of such
death or Disability, but in no event after the expiration date of the options;
provided that the participant does not engage in Competition during such 180-day
period unless he or she received written consent to do so from the Board or the
Committee. Notwithstanding the foregoing, if the Disability giving rise to the
termination of employment is not within the meaning of Section


                                       6



22(e)(3) of the Code or any successor thereto, Incentive Stock Options not
exercised by such participant within 90 days after the date of termination of
employment will cease to qualify as Incentive Stock Options and will be treated
as Non-qualified Stock Options under the Plan if required to be so treated under
the Code.

                  (ii) RETIREMENT. If a participant ceases to be a director,
officer or employee of the Company and any Subsidiary upon the occurrence of his
or her Retirement, (A) all of the participant's options that were exercisable on
the date of Retirement shall remain exercisable for, and shall otherwise
terminate at the end of, a period of three years after the date of Retirement,
but in no event after the expiration date of the options; provided that the
participant does not engage in Competition during such three year period unless
he or she receives written consent to do so from the Board or the Committee, and
(B) all of the participant's options that were not exercisable on the date of
Retirement may continue to vest and become exercisable for up to three years
from the date of Retirement, at which time all unexercised portions will be
forfeited. Notwithstanding the foregoing, Incentive Stock Options not exercised
by such participant within 90 days after Retirement will cease to qualify as
Incentive Stock Options and will be treated as Non-qualified Stock Options under
the Plan if required to be so treated under the Code.

                  (iii) DISCHARGE FOR CAUSE; FAILURE TO BEGIN SERVICE. If a
participant ceases to be a director, officer or employee of the Company or a
Subsidiary due to Cause, or if a participant does not become a director, officer
or employee of, or does not begin performing other services for, the Company or
a Subsidiary for any reason, all of the participant's options shall expire and
be forfeited immediately upon such cessation or non-commencement, whether or not
then exercisable.

                  (iv) OTHER TERMINATION. Unless otherwise determined by the
Committee, if a participant ceases to be a director, officer or employee of the
Company or a Subsidiary for any reason other than death, Disability, Retirement
or Cause, (A) all of the participant's options that were exercisable on the date
of such cessation shall remain exercisable for, and shall otherwise terminate at
the end of, a period of 30 days after the date of such cessation, but in no
event after the expiration date of the options; provided that the participant
does not engage in Competition during such 30-day period unless he or she
receives written consent to do so from the Board or the Committee, and (B) all
of the participant's options that were not exercisable on the date of such
cessation shall be forfeited immediately upon such cessation.

                  (v) CHANGE IN CONTROL. If there is a Change in Control of the
Company and a participant is terminated from being a director, officer or
employee of, the Company or a subsidiary within one year after such Change in
Control, all of the participant's options shall become fully vested and
exercisable upon such termination and shall remain so for up to one year after
the date of termination, but in no event after the expiration date of the
options. In addition, the Compensation Committee shall have the authority to
grant options that become fully vested and exercisable automatically upon a
Change in Control, whether or not the grantee is subsequently terminated.

         (f) FORFEITURE. If a participant exercises any of his or her options
and, within one year thereafter, either (i) is terminated from the Company or a
Subsidiary for any of the reasons


                                       7



specified in the definition of "Cause" set forth in Section 2(b)(i), (ii) or
(iv), or (ii) engages in Competition without having received written consent to
do so from the Board or the Committee, then the participant may, in the
discretion of the Committee, be required to pay the Company the gain represented
by the difference between the aggregate selling price of the Shares acquired
upon the options' exercise (or, if the Shares were not then sold, their
aggregate Fair Market Value on the date of exercise) and the aggregate exercise
price of the options exercised (the "OPTION GAIN"), without regard to any
subsequent increase or decrease in the Fair Market Value of the Common Stock. In
addition, the Company may, in its discretion, deduct from any payment of any
kind (including salary or bonus) otherwise due to any such participant an amount
equal to the Option Gain.


                                       8



7. WITHHOLDING TAXES.

         The Company may require, as a condition to any grant or exercise under
the Plan or to the delivery of certificates for Shares issued hereunder, that
the grantee make provision for the payment to the Company of federal, state or
local taxes of any kind required by law to be withheld with respect to any grant
or delivery of Shares. The Company, to the extent permitted or required by law,
shall have the right to deduct from any payment of any kind (including salary or
bonus) otherwise due to a grantee, an amount equal to any federal, state or
local taxes of any kind required by law to be withheld with respect to any grant
or delivery of Shares under the Plan.

8. WRITTEN AGREEMENT; VESTING.

         Each employee to whom a grant is made under the Plan shall enter into a
written agreement with the Company that shall contain such provisions, including
without limitation vesting requirements, consistent with the provisions of the
Plan, as may be approved by the Committee. Unless the Committee determines
otherwise and except as otherwise provided in Section 6 in connection with a
Change of Control or certain occurrences of termination, no grant under this
Plan may be exercised, and no restrictions relating thereto may lapse, within
six months of the date such grant is made.

9. TRANSFERABILITY.

         Unless the Committee determines otherwise, no option granted under the
Plan shall be transferable by a participant other than by will or the laws of
descent and distribution. Unless the Committee determines otherwise, an option
may be exercised only by the optionee or grantee thereof; by his or her executor
or administrator or any person to whom the Option is transferred by will or the
laws of descent and distribution; or by the guardian or legal representative of
any of the foregoing; provided that Incentive Stock Options may be exercised by
any Family Member, guardian or legal representative only if permitted by the
Code and any regulations thereunder. All provisions of this Plan shall in any
event continue to apply to any option granted under the Plan and transferred as
permitted by this Section 9, and any transferee of any such option shall be
bound by all provisions of this Plan as and to the same extent as the applicable
original grantee.

10. LISTING, REGISTRATION AND QUALIFICATION.

         If the Committee determines that the listing, registration or
qualification upon any securities exchange or under any law of Shares subject to
any option is necessary or desirable as a condition of, or in connection with,
the granting of same or the issue or purchase of Shares thereunder, no such
option may be exercised in whole or in part, and no Shares may be issued, unless
such listing, registration or qualification is effected free of any conditions
not acceptable to the Committee.


                                       9



11. TRANSFER OF EMPLOYEE.

         The transfer of an employee from the Company to a Subsidiary, from a
Subsidiary to the Company, or from one Subsidiary to another shall not be
considered a termination of employment; nor shall it be considered a termination
of employment if an employee is placed on military or sick leave or such other
leave of absence which is considered by the Committee as continuing intact the
employment relationship.

12. ADJUSTMENTS.

         In the event of a reorganization, recapitalization, stock split, stock
dividend, combination of shares, merger, consolidation, distribution of assets,
or any other change in the corporate structure or shares of the Company, the
Committee shall make such adjustment as it deems appropriate in the number and
kind of Shares or other property available for issuance under the Plan
(including, without limitation, the total number of Shares available for
issuance under the Plan pursuant to Section 4), in the number and kind of
options and in the exercise price of outstanding options. Any such adjustment
shall be final, conclusive and binding for all purposes of the Plan. In the
event of any merger, consolidation or other reorganization in which the Company
is not the surviving or continuing corporation or in which a Change in Control
is to occur, all of the Company's obligations regarding options that were
granted hereunder and that are outstanding on the date of such event shall, on
such terms as may be approved by the Committee prior to such event, be assumed
by the surviving or continuing corporation or canceled in exchange for property
(including cash).

         Without limitation of the foregoing, in connection with any transaction
of the type specified by clause (iii) of the definition of a Change in Control
in Section 2(c), the Committee may, in its discretion, (i) cancel any or all
outstanding options under the Plan in consideration for payment to the holders
thereof of an amount equal to the portion of the consideration that would have
been payable to such holders pursuant to such transaction if their options had
been fully exercised immediately prior to such transaction, less the aggregate
exercise price that would have been payable therefore, or (ii) if the amount
that would have been payable to the option holders pursuant to such transaction
if their options had been fully exercised immediately prior thereto would be
equal to or less than the aggregate exercise price that would have been payable
therefore, cancel any or all such options for no consideration or payment of any
kind. Payment of any amount payable pursuant to the preceding sentence may be
made in cash or, in the event that the consideration to be received in such
transaction includes securities or other property, in cash and/or securities or
other property in the Committee's discretion.

13. AMENDMENT AND TERMINATION OF THE PLAN.

         The Board of Directors or the Committee, without approval of the
stockholders, may amend or terminate the Plan, except that no amendment shall
become effective without prior approval of the stockholders of the Company if
stockholder approval would be required by applicable law or regulations,
including if required for continued compliance with the performance-based
compensation exception of Section 162(m) of the Code or any successor thereto,
under the


                                       10



provisions of Section 422 of the Code or any successor thereto, or by any
listing requirement of the principal stock exchange on which the Common Stock is
then listed.

14. AMENDMENT OR SUBSTITUTION OF AWARDS UNDER THE PLAN.

         The terms of any outstanding award under the Plan may be amended from
time to time by the Committee in its discretion in any manner that it deems
appropriate (including, but not limited to, acceleration of the date of exercise
of any award and/or payments thereunder); provided that, except as otherwise
provided in Section 12, no such amendment shall adversely affect in a material
manner any right of a participant under the award without his or her written
consent. The Committee may, in its discretion, permit holders of awards under
the Plan to surrender outstanding awards in order to exercise or realize rights
under other awards, or in exchange for the grant of new awards, or require
holders of awards to surrender outstanding awards as a condition precedent to
the grant of new awards under the Plan.

15. COMMENCEMENT DATE; TERMINATION DATE.

         The date of commencement of the Plan shall be April 1, 2001, subject to
approval by the shareholders of the Company.

         Unless previously terminated upon the adoption of a resolution of the
Board terminating the Plan, the Plan shall terminate at the close of business on
April 1, 2011. No termination of the Plan shall materially and adversely affect
any of the rights or obligations of any person, without his or her written
consent, under any grant of options or other incentives theretofore granted
under the Plan.

16. SEVERABILITY.

         Whenever possible, each provision of the Plan shall be interpreted in
such manner as to be effective and valid under applicable law, but if any
provision of the Plan is held to be prohibited by or invalid under applicable
law, such provision shall be ineffective only to the extent of such prohibition
or invalidity, without invalidating the remainder of the Plan.

17. GOVERNING LAW.

         The Plan shall be governed by the corporate laws of the State of
Delaware, without giving effect to any choice of law provisions that might
otherwise refer construction or interpretation of the Plan to the substantive
law of another jurisdiction.


                                       11

EX-4.5

                                                                     EXHIBIT 4.5

                               Polymer Group, Inc.
                               4838 Jenkins Avenue
                     North Charleston, South Carolina 29405



                                                  ((Date))


((Address))


                           Re:      Polymer Group, Inc.
                                    Grant of Nonqualified Stock Option

Dear((Name)):

         In consideration of your continued service on the Board of Directors of
Polymer Group, Inc., (the "COMPANY"), the Company is pleased to present you with
a stock option (an "OPTION"), as provided below, under the 2001 Polymer Group
Stock Option Plan (the "PLAN"), a copy of which is attached hereto.

         1. DEFINITIONS. Capitalized terms used in this agreement (the
"Agreement") and not otherwise defined herein shall have the meanings given to
such terms in the Plan.

         2. OPTION.

         (a) TERMS. Your Option is to purchase up to ((Amount)) shares of Common
Stock (the "OPTION SHARES") at an exercise price per share of $2.75 (the
"EXERCISE PRICE"), payable upon exercise as set forth in paragraph 2(b) below.
Your Option will expire in increments corresponding to the vesting schedule
described in Section 3(a) below, such that each portion vested and exercisable
will expire at the close of business on the date ten (10) years from the
respective date that such portion became vested and exercisable, subject to
earlier expiration in connection with your removal from the Board for any reason
as provided in paragraph 4(b) below and as provided in the Plan (each date being
herein called the "EXPIRATION DATE" for the portion of your Option to which such
date relates). Your Option is not intended to be an Incentive Stock Option.

         (b) PAYMENT OF OPTION PRICE. Subject to paragraph 3 below, your Option
may be exercised in whole or in part upon payment of an amount (the "OPTION
PRICE") equal to the product of (i) the Exercise Price multiplied by (ii) the
number of Option Shares to be acquired. Payment shall be made as provided in the
Plan.

         3. EXERCISABLILITY/VESTING

         (a) NORMAL VESTING. Your Option may be exercised only to the extent it
has not expired. Your Option will incrementally vest and become exercisable with
respect to the following percentages of your Option Shares on the anniversaries
of the date of grant as reflected below, if and only if you are, and have been,
continuously serving on the Board of the Company from the date of this Agreement
through and including the vesting date for each respective portion represented
as a percentage of your Option; provided, that if you are voted off the Board by
the





shareholders prior to three (3) years from the date of grant, such Option may
still vest in accordance with the schedule set forth below:




         Date                                        Portion Vested
         ----                                        --------------
                                                  
         Date of this Agreement                            25%
         First Anniversary                                 25%
         Second Anniversary                                25%
         Third Anniversary                                 25%


         (b) CHANGE OF CONTROL/OWNERSHIP. In the event that any person or group
  (other than Jerry Zucker and/or James G. Boyd and/or Golder, Thoma, Cressey &
  Rauner and/or one or more of their affiliates, individually or collectively),
  acting jointly or in concert, becomes the owner or controlling body, directly
  or indirectly, of your location or division (the "Business Unit"), or the
  Company in its entirety, all unvested shares will immediately vest and become
  exercisable.

         4. EXPIRATION OF OPTIONS.

         (a) NORMAL EXPIRATION. In no event shall any part of your Option be
exercisable after the applicable Expiration Date set forth in paragraph 2(a)
above.

         (b) EXPIRATION UPON TERMINATION OF EMPLOYMENT. In the event that you
resign from the Board on or prior to three (3) years from the date of grant, all
unvested portions of your Option shall immediately expire and not be exercisable
under any circumstances. Any portions of your Option that were vested and
exercisable on the date of your resignation from the Board will expire 90 days
from the date of such resignation, but in no event later than the Expiration
Date; PROVIDED, HOWEVER, that if you are voted off the Board by the
shareholders, any unvested portions of your Option may continue to vest and
become exercisable for a period of up to three (3) years from the date of the
vote. Any portions of your Option becoming vested and exercisable in the three
year time period following the vote shall expire on the final day of such three
year period. By your acceptance of this Option, you acknowledge and agree that
the Plan provides that if, at any time after your departure from the Board, you
engage in conduct that the Committee determines to be detrimental to the
Company, your Option is subject to immediate forfeiture without prior notice.

         5. PROCEDURE FOR EXERCISE. You may exercise all or any portion of your
Option, to the extent it has vested and is outstanding, at any time and from
time to time prior to its expiration, by delivering written notice to the
Company as provided in the Plan. Any questions on your Option should be directed
to Jay Tiedemann, Vice President - Human Resources, Risk Management, and
Administration at the Company's Corporate Office.

         6. SECURITIES LAWS RESTRICTIONS AND OTHER RESTRICTIONS ON TRANSFER OF
OPTION SHARES. You represent that when you exercise your Option you will be
purchasing Option Shares for your own account and not on behalf of others. You
understand and acknowledge that federal and state securities laws govern and
restrict your right to offer, sell or otherwise dispose of any Option Shares
unless your offer, sale or other disposition thereof is registered under the
Securities Act and state securities laws, or in the opinion of the Company's
counsel, such offer, sale or other disposition is exempt from registration or
qualification thereunder. You agree that you will not offer, sell or otherwise
dispose of any Option Shares in any manner which would: (i) require the Company
to file any registration statement with the Securities and Exchange Commission
(or any similar filing under state law) or to amend or supplement any such
filing or (ii) violate or cause the Company to violate the Securities Act, the
rules and regulations promulgated thereunder or any other state or federal law.
You further understand that the certificates for any


                                       2



Option Shares you purchase will bear such legends as the Company deems necessary
or desirable in connection with the Securities Act or other rules, regulations
or laws.

         7. TRANSFER LIMITATIONS. Your Option is personal to you and may only be
transferred as a result of your death, testate or intestate, by will or the laws
of descent and distribution. It shall be a condition precedent to transfer of
your Option that the transferee executes and delivers an agreement acknowledging
that such Option has been acquired for investment and not for distribution and
is and shall remain subject to this Agreement and the Plan.

         8. CONFORMITY WITH PLAN. Your Option is intended to conform in all
respects with, and is subject to all applicable provisions of, the Plan, which
is incorporated herein by reference. Inconsistencies between this Agreement and
the Plan shall be resolved in accordance with the terms of the Plan. By
executing and returning the enclosed copy of this Agreement, you acknowledge
your receipt of this Agreement and the Plan and agree to be bound by all of the
terms of this Agreement and the Plan.

         9. RIGHTS OF PARTICIPANTS. Nothing in this Agreement shall confer upon
you any right or obligation to continue on the Board of Directors of the Company
or shall affect in any way the right of the shareholders to remove you from the
Board by majority vote.

         10. ADDITIONAL RESTRICTIONS ON TRANSFER.

         (a) RESTRICTIVE LEGEND. Unless the Option Shares are covered by an
effective registration statement under the Securities Act of 1933, as amended,
the certificates representing the Option Shares will bear the following legend:

         "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED
         ON ______________, 1996, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
         ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES LAWS
         AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
         REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES
         LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDER."

         (b) OPINION OF COUNSEL. You may not sell, transfer or dispose of any
Option Shares (except pursuant to an effective registration statement under the
Securities Act) without first delivering to the Company an opinion of counsel
reasonably acceptable in form and substance to the Company that Registration
under the Securities Act or any applicable state securities law is not required
in connection with such transfer.

         11. REMEDIES. The parties hereto will be entitled to enforce their
rights under this Agreement specifically, to recover damages by reason of any
breach of any provision of this Agreement and to exercise all other rights
existing in their favor. The parties hereto acknowledge and agree that money
damages may not be an adequate remedy for any breach of the provisions of this
Agreement and that any party hereto may, in its sole discretion, apply to any
court of law or equity of competent jurisdiction for specific performance and/or
injunctive relief (without posting bond or other security) in order to enforce
or prevent any violation of the provisions of this Agreement.

         12. AMENDMENT. Any provision of this Agreement may be amended or waived
only with the prior written consent of the holder of the Option and the Company.

         13. SEVERABILITY. Whenever possible, each provision of this Agreement
will be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of


                                       3



this Agreement is held to be prohibited by or invalid under applicable law, such
provision will be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of this Agreement.

         14. COUNTERPARTS. This Agreement may be executed simultaneously in two
or more counterparts, each of which shall constitute an original, but all of
which taken together shall constitute one and the same Agreement.

         15. DESCRIPTIVE HEADINGS. The descriptive headings of this Agreement
are inserted for convenience only and do not constitute a part of this
Agreement.

         16. GOVERNING LAW. All questions concerning the construction, validity
and interpretation of this Agreement will be governed by the internal law, and
not the law of conflicts, of the State of Delaware.

         17. NOTICES. All notices, demands or other communications to be given
or delivered under or by reason of the provisions of this Agreement shall be in
writing and shall be deemed to have been given when delivered personally or
mailed by certified or registered mail, return receipt requested and postage
prepaid, to the recipient. Such notices, demands and other communications shall
be sent to you and to the Company at the addresses indicated below:

         (a) If to the Optionee:

             ((Address))

         (b) If to the Company:

             Polymer Group, Inc.
             4838 Jenkins Avenue
             North Charleston, South Carolina 29405
             Attention: Jerry Zucker, Chairman, President and CEO
                        James G. Boyd, Executive Vice President, Treasurer & CFO

or to such other address or to the attention of such other person as the
recipient party has specified by prior written notice to the sending party.

         18. ENTIRE AGREEMENT. This Agreement, together with the Plan,
constitutes the entire understanding between you and the Company, and supersedes
all other agreements, whether written or oral, with respect to the acquisition
by you of these shares of Common Stock of the Company.


                                       4



         Please execute the extra copy of this Agreement in the space below and
return it in a confidential envelope to Charlotte Crosby at the Corporate Office
to confirm your understanding and acceptance of this Agreement.

                                             Very truly yours,

                                             POLYMER GROUP, INC.


                                             BY:
                                                -------------------------------
                                                      Jerry Zucker
                                                      Chairman, President & CEO


Enclosures:                1.       Extra copy of this Agreement
                           2.       Copy of the Plan

         The undersigned hereby acknowledges having read this Agreement and the
Plan and hereby agrees to be bound by all provisions set forth herein and in the
Plan.

Dated as of ________________, 2001.

                                             OPTIONEE


                                             ------------------------


                                       5

EX-4.6

                                                                     EXHIBIT 4.6

                               Polymer Group, Inc.
                               4838 Jenkins Avenue
                     North Charleston, South Carolina 29405



                                                              ((Date))


((Address))


                           Re:      Polymer Group, Inc.
                                    Grant of Nonqualified Stock Option

Dear((Name)):

         In consideration of your continued employment with Polymer Group, Inc.,
(the "COMPANY") and/or one of its subsidiaries, the Company is pleased to advise
you that its Board of Directors has granted to you a stock option (an "OPTION"),
as provided below, under the 2001 Polymer Group Stock Option Plan (the "PLAN"),
a copy of which is attached hereto.

         1. DEFINITIONS. Capitalized terms used in this agreement (the
"Agreement") and not otherwise defined herein shall have the meanings given to
such terms in the Plan.

         2. OPTION.

         (a) TERMS. Your Option is to purchase up to ((Amount)) shares of Common
Stock (the "OPTION SHARES") at an exercise price per share of $2.75 (the
"EXERCISE PRICE"), payable upon exercise as set forth in paragraph 2(b) below.
Your Option will expire in increments corresponding to the vesting schedule
described in Section 3(a) below, such that each portion vested and exercisable
will expire at the close of business on the date ten (10) years from the
respective date that such portion became vested and exercisable, subject to
earlier expiration in connection with the termination or ending of your
employment for any reason as provided in paragraph 4(b) below and as provided in
the Plan (each date being herein called the "EXPIRATION DATE" for the portion of
your Option to which such date relates). Your Option is not intended to be an
Incentive Stock Option.

         (b) PAYMENT OF OPTION PRICE. Subject to paragraph 3 below, your Option
may be exercised in whole or in part upon payment of an amount (the "OPTION
PRICE") equal to the product of (i) the Exercise Price multiplied by (ii) the
number of Option Shares to be acquired. Payment shall be made as provided in the
Plan.

         3. EXERCISABLILITY/VESTING

         (a) NORMAL VESTING. Your Option may be exercised only to the extent it
has not expired. Your Option will incrementally vest and become exercisable with
respect to the following percentages of your Option Shares on the anniversaries
of the date of grant as reflected below, if and only if you are, and have been,
continuously employed by the Company from the date of this Agreement through and
including the vesting date for each respective portion represented as a
percentage of your Option; provided, that if you retire from the Company prior
to three (3) years





from the date of grant, such Option may still vest in accordance with the
schedule set forth below, subject to the terms and conditions covering
Retirement in the Plan:




         Date                                           Portion Vested
         ----                                           --------------
                                                     
         Date of this Agreement                               25%
         First Anniversary                                    25%
         Second Anniversary                                   25%
         Third Anniversary                                    25%


         (b) CHANGE OF CONTROL/OWNERSHIP. In the event that any person or group
  (other than Jerry Zucker and/or James G. Boyd and/or Golder, Thoma, Cressey &
  Rauner and/or one or more of their affiliates, individually or collectively),
  acting jointly or in concert, becomes the owner or controlling body, directly
  or indirectly, of your location or division (the "Business Unit"), or the
  Company in its entirety, all unvested shares will immediately vest and become
  exercisable.

         4. EXPIRATION OF OPTIONS.

         (a) NORMAL EXPIRATION. In no event shall any part of your Option be
exercisable after the applicable Expiration Date set forth in paragraph 2(a)
above.

         (b) EXPIRATION UPON TERMINATION OF EMPLOYMENT. In the event that your
employment with the Company and/or any of its Subsidiaries is terminated or ends
for any reason other than Retirement ("Retirement" eligibility is based on the
sum of your age and years of service being 70 or more) on or prior to three (3)
years from the date of grant, all unvested portions of your Option shall
immediately expire and not be exercisable under any circumstances. Any portions
of your Option that were vested and exercisable on the date your employment with
the Company terminated or ended (for any reason other than for Cause or
Retirement) will expire 90 days from the date of such termination, but in no
event later than the Expiration Date; PROVIDED, HOWEVER, that if your employment
with the Company is terminated for Cause, such vested and exercisable portions
will be forfeited as of the date of your termination; PROVIDED FURTHER, that if
your employment ends due to Retirement, any unvested portions of your Option may
continue to vest and become exercisable, subject to the terms and conditions
covering Retirement in the Plan, for a period of up to three (3) years from the
date of your Retirement. Any portions of your Option becoming vested and
exercisable in the three year time period following your Retirement shall expire
on the final day of such three year period. By your acceptance of this Option,
you acknowledge and agree that the Plan provides that if, at any time during
your Retirement, you engage in conduct that the Committee determines to be
detrimental to the Company, your Option is subject to immediate forfeiture
without prior notice.

         5. PROCEDURE FOR EXERCISE. You may exercise all or any portion of your
Option, to the extent it has vested and is outstanding, at any time and from
time to time prior to its expiration, by delivering written notice to the
Company as provided in the Plan. Any questions on your Option should be directed
to Jay Tiedemann, Vice President - Human Resources, Risk Management, and
Administration at the Company's Corporate Office.

         6. SECURITIES LAWS RESTRICTIONS AND OTHER RESTRICTIONS ON TRANSFER OF
OPTION SHARES. You represent that when you exercise your Option you will be
purchasing Option Shares for your own account and not on behalf of others. You
understand and acknowledge that federal and state securities laws govern and
restrict your right to offer, sell or otherwise dispose of any Option Shares
unless your offer, sale or other disposition thereof is registered under the
Securities Act and state securities laws, or in the opinion of the Company's
counsel, such offer, sale or other disposition is exempt from registration or
qualification thereunder. You agree that


                                       2



you will not offer, sell or otherwise dispose of any Option Shares in any manner
which would: (i) require the Company to file any registration statement with the
Securities and Exchange Commission (or any similar filing under state law) or to
amend or supplement any such filing or (ii) violate or cause the Company to
violate the Securities Act, the rules and regulations promulgated thereunder or
any other state or federal law. You further understand that the certificates for
any Option Shares you purchase will bear such legends as the Company deems
necessary or desirable in connection with the Securities Act or other rules,
regulations or laws.

         7. TRANSFER LIMITATIONS. Your Option is personal to you and may only be
transferred as a result of your death, testate or intestate, by will or the laws
of descent and distribution. It shall be a condition precedent to transfer of
your Option that the transferee executes and delivers an agreement acknowledging
that such Option has been acquired for investment and not for distribution and
is and shall remain subject to this Agreement and the Plan.

         8. CONFORMITY WITH PLAN. Your Option is intended to conform in all
respects with, and is subject to all applicable provisions of, the Plan, which
is incorporated herein by reference. Inconsistencies between this Agreement and
the Plan shall be resolved in accordance with the terms of the Plan. By
executing and returning the enclosed copy of this Agreement, you acknowledge
your receipt of this Agreement and the Plan and agree to be bound by all of the
terms of this Agreement and the Plan.

         9. RIGHTS OF PARTICIPANTS. Nothing in this Agreement shall confer upon
you any right or obligation to continue in the employ of the Company or any
Subsidiary or shall affect in any way the right of the Company or any Subsidiary
to terminate your employment with the Company or any Subsidiary at any time, for
any reason, with or without Cause.

         10. ADDITIONAL RESTRICTIONS ON TRANSFER.

         (a) RESTRICTIVE LEGEND. Unless the Option Shares are covered by an
effective registration statement under the Securities Act of 1933, as amended,
the certificates representing the Option Shares will bear the following legend:

         "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED
         ON ______________, 1996, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
         ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES LAWS
         AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
         REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES
         LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDER."

         (b) OPINION OF COUNSEL. You may not sell, transfer or dispose of any
Option Shares (except pursuant to an effective registration statement under the
Securities Act) without first delivering to the Company an opinion of counsel
reasonably acceptable in form and substance to the Company that Registration
under the Securities Act or any applicable state securities law is not required
in connection with such transfer.

         11. REMEDIES. The parties hereto will be entitled to enforce their
rights under this Agreement specifically, to recover damages by reason of any
breach of any provision of this Agreement and to exercise all other rights
existing in their favor. The parties hereto acknowledge and agree that money
damages may not be an adequate remedy for any breach of the provisions of this
Agreement and that any party hereto may, in its sole discretion, apply to any
court of law or equity of competent jurisdiction for specific performance and/or
injunctive relief (without posting bond or other security) in order to enforce
or prevent any violation of the provisions of this Agreement.


                                       3



         12. AMENDMENT. Any provision of this Agreement may be amended or waived
only with the prior written consent of the holder of the Option and the Company.

         13. SEVERABILITY. Whenever possible, each provision of this Agreement
will be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or
invalid under applicable law, such provision will be ineffective only to the
extent of such prohibition or invalidity, without invalidating the remainder of
this Agreement.

         14. COUNTERPARTS. This Agreement may be executed simultaneously in two
or more counterparts, each of which shall constitute an original, but all of
which taken together shall constitute one and the same Agreement.

         15. DESCRIPTIVE HEADINGS. The descriptive headings of this Agreement
are inserted for convenience only and do not constitute a part of this
Agreement.

         16. GOVERNING LAW. All questions concerning the construction, validity
and interpretation of this Agreement will be governed by the internal law, and
not the law of conflicts, of the State of Delaware.

         17. NOTICES. All notices, demands or other communications to be given
or delivered under or by reason of the provisions of this Agreement shall be in
writing and shall be deemed to have been given when delivered personally or
mailed by certified or registered mail, return receipt requested and postage
prepaid, to the recipient. Such notices, demands and other communications shall
be sent to you and to the Company at the addresses indicated below:

         (a) If to the Optionee:

             ((Address))

         (b) If to the Company:

             Polymer Group, Inc.
             4838 Jenkins Avenue
             North Charleston, South Carolina 29405
             Attention: Jerry Zucker, Chairman, President and CEO
                        James G. Boyd, Executive Vice President, Treasurer & CFO

or to such other address or to the attention of such other person as the
recipient party has specified by prior written notice to the sending party.

         18. ENTIRE AGREEMENT. This Agreement, together with the Plan,
constitutes the entire understanding between you and the Company, and supersedes
all other agreements, whether written or oral, with respect to the acquisition
by you of these shares of Common Stock of the Company.


                                       4



         Please execute the extra copy of this Agreement in the space below and
return it in a confidential envelope to Charlotte Crosby at the Corporate Office
to confirm your understanding and acceptance of this Agreement.

                                            Very truly yours,

                                            POLYMER GROUP, INC.


                                            BY:
                                               -------------------------------
                                                     Jerry Zucker
                                                     Chairman, President & CEO


Enclosures:                1.       Extra copy of this Agreement
                           2.       Copy of the Plan

         The undersigned hereby acknowledges having read this Agreement and the
Plan and hereby agrees to be bound by all provisions set forth herein and in the
Plan.

Dated as of ________________, 2001.

                                            OPTIONEE



                                            ------------------------


                                       6

EX-5.1

                                                                     EXHIBIT 5.1


                                KIRKLAND & ELLIS
                PARTNERSHIPS INCLUDING PROFESSIONAL CORPORATIONS


                             200 East Randolph Drive
                             Chicago, Illinois 60601

To Call Writer Direct:
 312 861-2000



                                                    July 31, 2001

Polymer Group, Inc.
4838 Jenkins Avenue
North Charleston, South Carolina 29405

                  Re:      Polymer Group, Inc.
                           REGISTRATION STATEMENT ON FORM S-8

Ladies and Gentlemen:

         We have acted as special counsel to Polymer Group, Inc. (the "Company")
in connection with the proposed registration by the Company of up to 1,500,000
shares of the Company's common stock, par value $.01 per share (the "Common
Stock"), issuable upon exercise of stock options granted under the 2001 Polymer
Group Stock Option Plan (the "Plan"), pursuant to a Registration Statement on
Form S-8 filed with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Act") (such Registration
Statement, as amended or supplemented, is hereinafter referred to as the
"Registration Statement").

         The opinions contained in this letter (herein called "our opinions")
are based exclusively upon the General Corporation Law of the State of Delaware,
as now constituted. We express no opinion as to the applicability of, compliance
with, or effect of any other law or governmental requirement with respect to the
Company. For purposes of our opinions we have assumed without independent
investigation that factual information supplied to us for purposes of our
opinions is complete and accurate.




Polymer Group, Inc.
July 31, 2001
Page 2

         Based upon and subject to the foregoing, we hereby advise you that in
our opinion:

         (1) The Company is a corporation existing and in good standing under
    the General Corporation Law of the State of Delaware.

         (2) Each share of Common Stock registered under the Registration
    Statement and issuable under the Plan, when issued as authorized by the
    Company upon payment of the consideration to be paid therefor (in an amount
    at least equal to the par value of the related shares), will be validly
    issued, fully paid and non-assessable.

         For purposes of this letter we have relied without any independent
verification upon (i) information contained in one or more certificates provided
by the Secretary of State of the State of Delaware and (ii) factual information
supplied to us by the Company. We have assumed without investigation that there
has been no relevant change or development between the dates as of which the
information cited in the preceding sentence was given and the date of this
letter and that the information upon which we have relied is accurate and does
not omit disclosures necessary to prevent such information from being
misleading. For purposes of the opinion in numbered paragraph 1, we have relied
exclusively upon a certificate issued by the Secretary of State of the State of
Delaware, and such opinion is not intended to provide any conclusion or
assurance beyond that conveyed by that certificate.

         We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement. In giving this consent, we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the Commission
thereunder.

         We do not find it necessary for the purposes of this opinion, and
accordingly we do not purport to cover herein, the application of the securities
or "Blue Sky" laws of the various states to the issuance and sale of each share
of Common Stock registered under the Registration Statement.




Polymer Group, Inc.
July 31, 2001
Page 3

         This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. We
assume no obligation to revise or supplement this opinion should the present
laws of the State of Delaware be changed by legislative action, judicial
decision or otherwise.

                                   Sincerely,

                                   /s/ Kirkland & Ellis
                                   Kirkland & Ellis

EX-23.1

                                  Exhibit 23.1


                         CONSENT OF INDEPENDENT AUDITORS


We consent to the incorporation by reference in the Registration Statement (Form
S-8, No. 333-_______) pertaining to the 2001 Polymer Group Stock Option Plan of
our report dated February 2, 2001 (except Note 16, as to which the date is April
12, 2001), with respect to the consolidated financial statements and schedule of
Polymer Group, Inc. included in its Annual Report (Form 10-K) for the year ended
December 30, 2000, filed with the Securities and Exchange Commission.



                                                 /s/ Ernst & Young LLP




Greenville, South Carolina
July 27, 2001