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Exhibit 3.(ii)

BY-LAWS

TUSCARORA INCORPORATED

(a Pennsylvania corporation)

As Amended and Restated Effective
December 15, 1994

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Index to By-Laws
----------------

Section Page
- - ------- ----

ARTICLE I
SHAREHOLDERS
------------

1.01 Annual Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.02 Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.03 Organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.04 Meetings by Telephone . . . . . . . . . . . . . . . . . . . . . . . . . . 2

ARTICLE II
DIRECTORS
---------

2.01 Number, Election and Term of Office . . . . . . . . . . . . . . . . . . . 3
2.02 Regular Meetings; Notice . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.03 Annual Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.04 Special Meetings; Notice . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.05 Organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.06 Meetings by Telephone . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.07 Presumption of Assent . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.08 Catastrophe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.09 Resignations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.10 Committees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.11 Personal Liability of Directors . . . . . . . . . . . . . . . . . . . . . 7

ARTICLE III
OFFICERS AND EMPLOYEES
----------------------

3.01 Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
3.02 Additional Officers; Other Agents and
Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
3.03 The President . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
3.04 The Vice Presidents . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
3.05 The Secretary and Assistant Secretaries . . . . . . . . . . . . . . . . . 10
3.06 The Treasurer and Assistant Treasurers . . . . . . . . . . . . . . . . . . 11
3.07 Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
3.08 Delegation of Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

ARTICLE IV
SHARES OF CAPITAL STOCK
-----------------------

4.01 Share Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
4.02 Transfer of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
4.03 Lost, Stolen, Destroyed or Mutilated
Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
4.04 Regulations Relating to Shares . . . . . . . . . . . . . . . . . . . . . . 14
4.05 Holders of Record . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

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ARTICLE V
MISCELLANEOUS CORPORATE TRANSACTIONS AND DOCUMENTS
--------------------------------------------------

5.01 Execution of Notes, Checks, Contracts
and Other Instruments . . . . . . . . . . . . . . . . . . . . . . . . . . 15
5.02 Voting Securities Owned by the Company . . . . . . . . . . . . . . . . . . 15

ARTICLE VI
GENERAL PROVISIONS
------------------

6.01 Offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
6.02 Corporate Seal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
6.03 Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
6.04 Conflict with Articles . . . . . . . . . . . . . . . . . . . . . . . . . . 16

ARTICLE VII
AMENDMENTS
----------

7.01 Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

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TUSCARORA INCORPORATED

BY-LAWS

ARTICLE I
SHAREHOLDERS
------------

Section 1.01. ANNUAL MEETINGS. Annual meetings of the
shareholders shall be held on the third Friday of December in each year if not
a legal holiday, and if a legal holiday, then on the next succeeding day which
is not a legal holiday, at 11:00 a.m. at the principal business office of the
Company, or at such other date, time and place as may be fixed by the Board of
Directors. Written notice of the annual meeting shall be given at least ten
days prior to the meeting to each shareholder entitled to vote thereat. Any
business may be transacted at the annual meeting regardless of whether the
notice calling such meeting contains a reference thereto, except as otherwise
required by law.

Section 1.02. SPECIAL MEETINGS. Special meetings of the
shareholders may be called at any time, for the purpose or purposes set forth
in the call, by the President or the Board of Directors, by delivering a
written request to the Secretary. Special meetings shall be held at the
principal business office of the Company, or at such other place as may be
fixed by the Board of Directors. The Secretary shall thereupon fix the time
and date

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of such special meeting, which shall be held not more than sixty days after the
receipt of such request, and shall give due notice thereof. Written notice of
each special meeting shall be given at least five days prior to the meeting to
each shareholder entitled to vote thereat. Such notice shall specify the
general nature of the business to be transacted at such special meeting, and no
other business may be transacted at such special meeting.

Section 1.03. ORGANIZATION. A Chairman of the Board and Vice
Chairman shall be designated by the Directors. The Chairman of the Board, or
in his absence, the Vice Chairman, or in his absence, the President, or in his
absence, a Director designated by the Board, shall preside, and the Secretary,
or in his absence any Assistant Secretary, shall take the minutes, at all
meetings of the shareholders. In the absence of the Secretary and an Assistant
Secretary, the presiding officer shall designate any person to take the minutes
of the meeting.

Section 1.04. MEETINGS BY TELEPHONE. One or more
shareholders may participate in any annual or special meeting of the
shareholders by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other. Participation in a meeting in this manner by a shareholder will be
considered to be attendance in person for all purposes under these By-Laws.

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ARTICLE II
DIRECTORS
---------

Section 2.01. NUMBER, ELECTION AND TERM OF OFFICE. The
number, election and term of office of Directors shall be as set forth in
Article 8th (or any successor article thereto) of the Articles of the Company.

Section 2.02. REGULAR MEETINGS; NOTICE. Regular meetings of
the Board of Directors shall be held at such time and place as shall be
designated by the Board of Directors from time to time. Notice of such regular
meetings shall not be required, except as otherwise expressly required herein
or by law, and except that whenever the time or place of regular meetings shall
be initially fixed and then changed, notice of such action shall be given
promptly by telephone or otherwise to each Director not participating in such
action. Any business may be transacted at any regular meeting.

Section 2.03. ANNUAL MEETINGS. A regular meeting of the
Board of Directors shall be held immediately after and at the same place as the
annual meeting of the shareholders. Such regular meeting shall be the annual
organization meeting at which the Board of Directors shall organize itself by
electing officers and appointing members of standing committees of the Board of
Directors and may transact any other business.

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Section 2.04. SPECIAL MEETINGS; NOTICE. Special meetings of
the Board of Directors may be called at any time by the Board itself, or by the
President, or by at least one-fourth of the Directors, to be held at such place
and day and hour as shall be specified by the person or persons calling the
meeting. Notice of every special meeting of the Board of Directors shall be
given by the Secretary to each Director at least two days before the meeting.
Any business may be transacted at any special meeting regardless of whether the
notice calling such meeting contains a reference thereto, except as otherwise
required by law.

Section 2.05. ORGANIZATION. At all meetings of the Board of
Directors, the presence of at least a majority of the Directors in office shall
be necessary and sufficient to constitute a quorum for the transaction of
business. If a quorum is not present at any meeting, the meeting may be
adjourned from time to time by a majority of the Directors present until a
quorum as aforesaid shall be present, but notice of the time and place to which
such meeting is adjourned shall be given to any Directors not present either by
being sent by telegraph or given personally or by telephone at least eight
hours prior to the hour of reconvening. Except as otherwise provided in the
Articles of the Company, resolutions of the Board shall be adopted, and any
action of the Board upon any matter shall be valid and effective, with the
affirmative vote of a majority of the Directors present at a meeting duly
convened and at which a quorum is present. The Chairman of the Board, if he is
present, or if not, the Vice

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Chairman, if he is present, or if not, the President, if he is present, or if
not, a Director designated by the Board, shall preside at each meeting of the
Board. The Secretary, or in his absence any Assistant Secretary, shall take
the minutes at all meetings of the Board of Directors. In the absence of the
Secretary and an Assistant Secretary, the presiding officer shall designate any
person to take the minutes of the meeting.

Section 2.06. MEETINGS BY TELEPHONE. One or more Directors
may participate in any regular or special meeting of the Board of Directors or
of a committee of the Board of Directors by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other. Participation in a meeting in this manner by
a Director will be considered to be attendance in person for all purposes under
these By-Laws.

Section 2.07. PRESUMPTION OF ASSENT. Minutes of each meeting
of the Board shall be made available to each Director at or before the next
succeeding meeting. Each Director shall be presumed to have assented to such
minutes unless his objection thereto shall be made to the Secretary at or
within two days after such succeeding meeting.

Section 2.08. CATASTROPHE. Notwithstanding any other
provisions of the Pennsylvania Business Corporation Law, the Articles or these
By-Laws, if any emergency resulting from warlike

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damage or an attack on the United States or any nuclear or atomic disaster, or
any other national or local disaster, causes a majority of the Board to be
incapable of acting as such because of death or other physical disability or
difficulties of communication or transportation, the other Director or
Directors shall constitute a quorum for the sole purpose of electing Directors
to replace the Directors so incapable of acting. The Directors so elected
shall serve until such replaced Directors are able to attend meetings of the
Board or until the shareholders act to elect Directors for such purpose.
Questions as to the existence of such an emergency or disaster or as to the
fact of such incapacity shall be conclusively determined by such other Director
or Directors.

Section 2.09. RESIGNATIONS. Any Director may resign by
submitting his resignation to the Secretary. Such resignation shall become
effective upon its receipt by the Secretary or as otherwise specified therein.

Section 2.10. COMMITTEES. By resolution adopted by a
majority of the whole Board, standing or temporary committees, which may
include an Executive Committee, consisting of at least two Directors may be
appointed by the Board of Directors from time to time. Each such committee
shall have and exercise such authority of the Board of Directors in the
management of the business and affairs of the Company as the Board may specify
from time to time, which may include declaration of dividends,

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authorization of the issuance and terms of sale of stock or debt securities,
fixing the relative rights and preferences of preferred stock or other
securities issued by the Company and any other action which the Pennsylvania
Business Corporation Law provides shall or may be taken by the Board of
Directors. The Board may designate one or more Directors as alternate members
of any committee to replace any absent or disqualified member at any meeting of
the committee, and in the event of such absence or disqualification, the member
or members of such committee present at any meeting and not disqualified from
voting, whether or not such member or members constitute a quorum, may
unanimously appoint another Director to act at the meeting in the place of any
such absent or disqualified member. Any action taken by any committee shall be
subject to alteration or revocation by the Board of Directors; provided,
however, that third parties shall not be prejudiced by such alteration or
revocation.

Section 2.11. Personal Liability of Directors.
-------------------------------
(a) ELIMINATION OF LIABILITY. To the fullest extent that
the laws of the Commonwealth of Pennsylvania, as in effect on January 27, 1987
or as thereafter amended, permit elimination or limitation of the liability of
directors, no Director of the Company shall be personally liable for monetary
damages as such for any action taken, or any failure to take any action, as a
Director.

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(b) This Section 2.11 shall not apply to any actions filed
prior to January 27, 1987, nor to any breach of performance of duty or any
failure of performance of duty by any Director of the Company occurring prior
to January 27, 1987. The provisions of this Section 2.11 shall be deemed to be
a contract with each Director of the Company who serves as such at any time
while this Section 2.11 is in effect, and each such Director shall be deemed to
be so serving in reliance on the provisions of this Section 2.11. Any
amendment or repeal of this Section 2.11 or adoption of any other By-Law of
this Company or provision of the Articles of this Company which has the effect
of increasing Director liability shall operate prospectively only and shall not
have any effect with respect to any action taken, or any failure to act, by a
Director prior to such amendment, repeal, By-Law or other provision becoming
effective.

(c) This Section 2.11 can be amended, altered, changed or
repealed only if the Article of the Company which is substantially identical to
this Section 2.11 is at the same time amended, altered, changed or repealed in
a substantially identical manner.

ARTICLE III
OFFICERS AND EMPLOYEES
----------------------

Section 3.01. OFFICERS. The officers of the Company shall be
the President, the Secretary and the Treasurer, and may

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include one or more Vice Presidents as the Board may from time to time
determine, all of whom shall be elected by the Board. Any two or more offices
may be held by the same person. Each officer shall hold office at the pleasure
of the Board, or until his death or resignation.

Section 3.02. ADDITIONAL OFFICERS; OTHER AGENTS AND
EMPLOYEES. The Board of Directors may from time to time elect or employ such
additional officers, assistant officers, agents, employees and independent
contractors as the Board deems advisable; the Board or the Chief Executive
Officer shall prescribe their duties, conditions of employment and
compensation; and the Board shall have the right to dismiss them at any time,
without prejudice to their contract rights, if any. The Chief Executive
Officer may employ from time to time such other agents, employees and
independent contractors as he may deem advisable for the prompt and orderly
transaction of the business of the Company, and he may prescribe their duties
and the conditions of their employment, fix their compensation and dismiss them
at any time, without prejudice to their contract rights, if any.

Section 3.03. THE PRESIDENT. The President shall be the
Chief Executive Officer. Subject to the control of the Board of Directors, the
President shall have general management and executive powers over all the
business, property and employees of the Company and shall see that the policies
and programs adopted or approved by the Board of Directors are carried out.

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Section 3.04. THE VICE PRESIDENTS. Each Vice President shall
have such powers and duties as from time to time may be prescribed by the Board
of Directors or the officer of the Company to whom such Vice President is
directly responsible as determined by the Board of Directors or the Chief
Executive Officer.

Section 3.05. THE SECRETARY AND ASSISTANT SECRETARIES. It
shall be the duty of the Secretary (a) to keep an original or duplicate record
of the proceedings of the shareholders and the Board of Directors, and a copy
of the Articles and of the By-Laws; (b) to give such notices as may be required
by law or these By-Laws; (c) to be custodian of the corporate records and of
the seal of the Company and see that the seal is affixed to such documents as
may be necessary or advisable; (d) to have charge of and keep, or cause to be
kept by a transfer agent or registrar, the stock books of the Company and such
records as to the identity of the shareholders, and as to the shares issued to
and held of record by them, as may be required by law; and (e) to exercise all
powers and duties incident to the office of Secretary; and the Secretary shall
have such further powers and duties as from time to time may be prescribed in
these By-Laws or by the Board of Directors or the Chief Executive Officer. The
Secretary by virtue of his office shall be an Assistant Treasurer. Each
officer of the Company by virtue of his office shall be an Assistant Secretary.
The Assistant Secretaries shall assist the Secretary in the performance of his
duties and shall also exercise such further powers and duties as from time to
time may be prescribed

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by the Board of Directors, the Chief Executive Officer or the Secretary. At
the direction of the Secretary or in his absence or disability, an Assistant
Secretary shall exercise the powers and duties of the Secretary.

Section 3.06. THE TREASURER AND ASSISTANT TREASURERS. It
shall be the duty of the Treasurer (a) to keep the Company's contracts,
insurance policies, leases, deeds and other business records; (b) to see that
the Company's lists, books, reports, statements, tax returns, certificates and
other documents and records required by law are properly prepared, kept and
filed; (c) to be the principal officer in charge of tax and financial matters,
budgeting and accounting of the Company; (d) to have charge and custody of and
be responsible for the Company's funds, securities and investments; (e) to
receive and give receipts for checks, notes, obligations, funds and securities
of the Company, and deposit monies and other valuable effects in the name and
to the credit of the Company, in such depositories as shall be designated by
the Board of Directors; (f) subject to the provisions of Section 5.01 hereof,
to cause the funds of the Company to be disbursed by payment in cash or by
checks or drafts upon the authorized depositories of the Company, and to cause
to be taken and preserved proper vouchers for such disbursements; (g) to render
to the Board of Directors and the Chief Executive Officer whenever they may
require it an account of all his transactions as Treasurer, and reports as to
the financial position and operations of the Company; (h) to keep appropriate,

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complete and accurate books and records of account of all the Company's
business and transactions; and (i) to exercise all powers and duties incident
to the office of Treasurer; and the Treasurer shall have such further duties
from time to time as may be prescribed in these By-Laws or by the Board of
Directors or the Chief Executive Officer. The Assistant Treasurers shall
assist the Treasurer in the performance of his duties and shall also exercise
such further powers and duties as from time to time may be prescribed by the
Board of Directors, the Chief Executive Officer or the Treasurer. At the
direction of the Treasurer or in his absence or disability, an Assistant
Treasurer shall exercise the powers and duties of the Treasurer.

Section 3.07. VACANCIES. Any vacancy in any office or
position by reason of death, resignation, removal, disqualification, disability
or other cause shall be filled in the manner provided in this Article III for
regular election or appointment to such office.

Section 3.08. DELEGATION OF DUTIES. The Board of Directors
may in its discretion delegate for the time being the powers and duties, or any
of them, of any officer to any other person whom it may select.

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ARTICLE IV
SHARES OF CAPITAL STOCK
-----------------------

Section 4.01. SHARE CERTIFICATES. Every holder of fully-paid
stock of the Company shall be entitled to a certificate or certificates, to be
in such form as the Board of Directors may from time to time prescribe, and
signed (in facsimile or otherwise, as permitted by law) by the Chairman of the
Board, if an officer of the Company, the Vice Chairman, if an officer of the
Company, or the President and the Secretary or the Treasurer or an Assistant
Secretary or an Assistant Treasurer and sealed with the corporate seal or a
facsimile thereof, which shall represent the number and class of shares of
stock owned by such holder. The Board may authorize the issuance of
certificates for fractional shares or, in lieu thereof, scrip or other evidence
of ownership, which may (or may not) as determined by the Board entitle the
holder thereof to voting, dividends or other rights of shareholders. In case
any officer of the Company who has signed, or whose facsimile signature has
been placed upon any share certificate, shall have ceased to be such officer
because of death, resignation, or otherwise, before the certificate is issued,
the share certificate may, nonetheless, be issued by the Company with the same
effect as if such person had not ceased to be such officer at the date of issue
of the share certificate.

Section 4.02. TRANSFER OF SHARES. Transfers of shares of
stock of the Company shall be made on the books of the Company

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only upon surrender to the Company of the certificate or certificates for such
shares properly endorsed, by the shareholder or by his assignee, agent or legal
representative, who shall furnish proper evidence of assignment, authority or
legal succession, or by the agent of one of the foregoing thereunto duly
authorized by an instrument duly executed and filed with the Company, in
accordance with regular commercial practice.

Section 4.03. LOST, STOLEN, DESTROYED OR MUTILATED
CERTIFICATES. New certificates for shares of stock may be issued to replace
certificates lost, stolen, destroyed or mutilated upon such conditions as the
Board of Directors may from time to time determine.

Section 4.04. REGULATIONS RELATING TO SHARES. The Board of
Directors shall have power and authority to make all such rules and regulations
not inconsistent with these By-Laws as it may deem expedient concerning the
issue, transfer and registration of certificates representing shares of the
Company.

Section 4.05. HOLDERS OF RECORD. The Company shall be
entitled to treat the holder of record of any share or shares of stock of the
Company as the holder and owner in fact thereof for all purposes and shall not
be bound to recognize any equitable or other claim to or interest in such
shares on the part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise expressly provided by law.

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ARTICLE V
MISCELLANEOUS CORPORATE TRANSACTIONS AND DOCUMENTS
--------------------------------------------------

Section 5.01. EXECUTION OF NOTES, CHECKS, CONTRACTS AND OTHER
INSTRUMENTS. All notes, bonds, drafts, acceptances, checks, endorsements
(other than for deposit), guarantees and all evidences of indebtedness of the
Company whatsoever, and all deeds, mortgages, contracts and other instruments
requiring execution by the Company, may be signed by the Chairman of the Board,
if an officer of the Company, the Vice Chairman, if an officer of the Company,
the President, any Vice President or the Treasurer, and authority to sign any
of the foregoing, which may be general or confined to specific instances, may
be conferred by the Board upon any other person or persons. Any person having
authority to sign on behalf of the Company may delegate, from time to time, by
instrument in writing, all or any part of such authority to any other person or
persons if authorized to do so by the Board, which authority may be general or
confined to specific instances. Facsimile signatures on checks may be used if
authorized by the Board.

Section 5.02. VOTING SECURITIES OWNED BY THE COMPANY.
Securities owned by the Company and having voting power in any other Company
may be voted by the Chairman of the Board, if an officer of the Company, the
Vice Chairman, if an officer of the Company, the President, any Vice President
or the Treasurer, unless the Board confers authority to vote with respect
thereto,

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which may be general or confined to specific investments, upon some other
person. Any person authorized to vote such securities shall have the power to
appoint proxies, with general power of substitution.

ARTICLE VI
GENERAL PROVISIONS
------------------

Section 6.01. OFFICES. The principal business office of the
Company shall be at 800 Fifth Avenue, New Brighton, Pennsylvania 15066. The
Company may also have offices at such other places within or without the
Commonwealth of Pennsylvania as the business of the Company may require.

Section 6.02. CORPORATE SEAL. The Board of Directors shall
prescribe the form of a suitable corporate seal, which shall contain the full
name of the Company and the year and state of incorporation.

Section 6.03. FISCAL YEAR. The fiscal year of the Company
shall end on August 31 or such other day as shall be fixed by the Board of
Directors.

Section 6.04. CONFLICT WITH ARTICLES. To the extent any of
the provisions hereof conflict with the terms of the Articles of the Company,
the terms of the Articles shall control.

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ARTICLE VII
AMENDMENTS
----------

Section 7.01. AMENDMENTS. Subject to Section 2.11 hereof,
these By-Laws may be amended, altered or repealed, and new by-laws may be
adopted, in the manner provided for in Section 10.1 of Article 10th of the
Articles of the Company (or any successor section thereto). No provision of
these By-Laws shall vest any property or contract right in any person.

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