BYLAWS



                                       OF



                         PACKAGING DYNAMICS CORPORATION



                             A Delaware Corporation



                            Effective March 18, 2002



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                                     BYLAWS



                                       OF



                         PACKAGING DYNAMICS CORPORATION



                     (hereinafter called the "Corporation")



                                    ARTICLE I



                                     OFFICES

                                     -------



     Section 1. Registered Office. The registered office of the Corporation

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

shall be in the City of Wilmington, County of New Castle, State of Delaware.



     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.



                                   ARTICLE II



                            MEETINGS OF STOCKHOLDERS

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



     Section 1. Place of Meetings. Meetings of the stockholders for the election

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

of directors or for any other purpose shall be held at such time and place,

either within or without the State of Delaware, as shall be designated from time

to time by the board of directors of the Corporation (the "Board of Directors").

The Board of Directors may, in its sole discretion, determine that a meeting of

the stockholders shall not be held at any place, but may instead be held solely

by means



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of remote communication in the manner authorized by the General Corporation Law

of the State of Delaware (the "DGCL").



     Section 2. Annual Meetings. The annual meeting of stockholders for the

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

election of directors shall be held on such date and at such time as shall be

designated from time to time by the Board of Directors. Any other proper

business may be transacted at the annual meeting of stockholders.



     Section 3. Special Meetings. Unless otherwise required by law or by the

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

certificate of incorporation of the Corporation, as amended and restated from

time to time (the "Certificate of Incorporation"), special meetings of

stockholders, for any purpose or purposes, may be called by either (i) the

Chairman, if there be one, or (ii) the President, (iii) any Vice President, if

there be one, (iv) the Secretary or (v) any Assistant Secretary, if there be

one, and shall be called by any such officer at the request in writing of (i)

the Board of Directors or (ii) a committee of the Board of Directors that has

been duly designated by the Board of Directors and whose powers and authority

include the power to call such meetings. Such request shall state the purpose or

purposes of the proposed meeting. At a special meeting of stockholders, only

such business shall be conducted as shall be specified in the notice of meeting

(or any supplement thereto).



     Section 4. Notice. Whenever stockholders are required or permitted to take

                ------

any action at a meeting, a written notice of the meeting shall be given which



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shall state the place, if any, date and hour of the meeting, the means of remote

communications, if any, by which stockholders and proxyholder may be deemed to

be present in person and vote at such meeting, and, in the case of a special

meeting, the purpose or purposes for which the meeting is called. Unless

otherwise required by law, written notice of any meeting shall be given not less

than ten (10) nor more than sixty (60) days before the date of the meeting to

each stockholder entitled to notice of and to vote at such meeting.



     Section 5. Adjournments. Any meeting of the stockholders may be adjourned

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

from time to time to reconvene at the same or some other place, and notice need

not be given of any such adjourned meeting if the time and place, if any,

thereof and the means of remote communications, if any, by which stockholders

and proxyholder may be deemed to be present in person and vote at such adjourned

meeting 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. If the adjournment is for more than

thirty (30) days, or if after the adjournment a new record date is fixed for the

adjourned meeting, notice of the adjourned meeting in accordance with the

requirements of Section 4 hereof shall be given to each stockholder of record

entitled to notice of and to vote at the meeting.



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     Section 6. Quorum. Unless otherwise required by applicable law or the

                ------

Certificate of Incorporation, the holders of a majority of the Corporation's

capital stock issued and outstanding and entitled to vote thereat, present in

person or represented by proxy, shall constitute a quorum at all meetings of the

stockholders for the transaction of business. A quorum, once established, shall

not be broken by the withdrawal of enough votes to leave less than a quorum. If,

however, such quorum shall not be present or represented at any meeting of the

stockholders, the stockholders entitled to vote thereat, present in person or

represented by proxy, shall have power to adjourn the meeting from time to time,

in the manner provided in Section 5 hereof, until a quorum shall be present or

represented.



     Section 7. Voting. Unless otherwise required by law, the Certificate of

                ------

Incorporation or these bylaws, any question brought before any meeting of the

stockholders, other than the election of directors, shall be decided by the vote

of the holders of a majority of the total number of votes of the Corporation's

capital stock represented and entitled to vote thereat, voting as a single

class. Unless otherwise provided in the Certificate of Incorporation, and

subject to Section 5 of Article V hereof, each stockholder represented at a

meeting of the stockholders shall be entitled to cast one (1) vote for each

share of the capital stock entitled to vote thereat held by such stockholder.

Such votes may be cast in person or by proxy as provided in Section 8 hereof.

The Board of Directors, in its discretion, or the officer of the



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Corporation presiding at a meeting of the stockholders, in such officer's

discretion, may require that any votes cast at such meeting shall be cast by

written ballot.



     Section 8. Proxies. Each stockholder entitled to vote at a meeting of the

                -------

stockholders or to express consent or dissent to corporate action in writing

without a meeting may authorize another person or persons to act for such

stockholder as proxy, but no such proxy shall be voted upon after three years

from its date, unless such proxy provides for a longer period. Without limiting

the manner in which a stockholder may authorize another person or persons to act

for such stockholder as proxy, the following shall constitute a valid means by

which a stockholder may grant such authority:



          (i)  A stockholder may execute a writing authorizing another person or

     persons to act for such stockholder as proxy. Execution may be accomplished

     by the stockholder or such stockholder's authorized officer, director,

     employee or agent signing such writing or causing such person's signature

     to be affixed to such writing by any reasonable means, including, but not

     limited to, by facsimile signature.



          (ii) A stockholder may authorize another person or persons to act for

     such stockholder as proxy by transmitting or authorizing the transmission

     of a telegram, cablegram or other means of electronic transmission to the

     person who will be the holder of the proxy or to a proxy solicitation firm,



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     proxy support service organization or like agent duly authorized by the

     person who will be the holder of the proxy to receive such transmission,

     provided that any such telegram, cablegram or other means of electronic

     transmission must either set forth or be submitted with information from

     which it can be determined that the telegram, cablegram or other electronic

     transmission was authorized by the stockholder. If it is determined that

     such telegrams, cablegrams or other electronic transmissions are valid, the

     inspectors or, if there are no inspectors, such other persons making that

     determination shall specify the information on which they relied.



Any copy, facsimile telecommunication or other reliable reproduction of the

writing or transmission authorizing another person or persons to act as proxy

for a stockholder may be substituted or used in lieu of the original writing or

transmission for any and all purposes for which the original writing or

transmission could be used; provided, however, that such copy, facsimile

telecommunication or other reproduction shall be a complete reproduction of the

entire original writing or transmission.



     Section 9. List of Stockholders Entitled to Vote. The officer of the

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

Corporation who has charge of the stock ledger of the Corporation shall prepare

and make, at least ten (10) days before every meeting of the stockholders, a

complete list of the stockholders entitled to vote at the meeting, arranged in

alphabetical order, and showing the address of each stockholder and the number

of shares registered in the



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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 ten (10) days prior to the meeting (i) on a

reasonably accessible electronic network, provided that the information required

to gain access to such list is provided with the notice of the meeting, or (ii)

during ordinary business hours, at the principal place of business of the

Corporation. In the event that the Corporation determines to make the list

available on an electronic network, the Corporation may take reasonable steps to

ensure that such information is available only to stockholders of the

Corporation. If the meeting is to be held at a place, then the list shall be

produced and kept at the time and place of the meeting during the whole time

thereof, and may be inspected by any stockholder who is present. If the meeting

is to be held solely by means of remote communication, then the list shall also

be open to the examination of any stockholder during the whole time of the

meeting on a reasonably accessible electronic network, and the information

required to access such list shall be provided with the notice of the meeting.



     Section 10. Record Date.

                 -----------



          (a) In order that the Corporation may determine the stockholders

entitled to notice of or to vote at any meeting of the 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



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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 the stockholders shall be at

the close of business on the day next preceding the day on which notice is

given, or, if notice is waived, at the close of business on the day next

preceding the day on which the meeting is held. A determination of stockholders

of record entitled to notice of or to vote at a meeting of the 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.



          (b) In order that the Corporation may determine the stockholders

entitled to consent to corporate action in writing without a meeting, 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 ten (10) days after the

date upon which the resolution fixing the record date is adopted by the Board of

Directors. If no record date has been fixed by the Board of Directors, the

record date for determining stockholders entitled to consent to corporate action

in writing without a meeting, when no prior action by the Board of Directors is

required by applicable law, shall be the first date on which a signed written

consent setting forth the action taken or proposed to be taken is delivered to

the Corporation by delivery to its registered



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