BY-LAWS
	OF JLG INDUSTRIES, INC.
	(A Pennsylvania Corporation)

	OFFICES
	1.	The registered office shall be at P.O. Box 695, 
McConnellsburg, Pennsylvania  17233.
	2.	The Corporation may also have offices at such other 
places as the Board of Directors may from time to time appoint or 
the business of the Corporation may require.

	SEAL
	3.	The corporate seal shall have inscribed thereon the 
name of the Corporation, the year of its organization and the 
words "Corporate Seal, Pennsylvania".

	SHAREHOLDERS' MEETING
	4.	All meetings of the shareholders shall be held at such 
place within or without the Commonwealth of Pennsylvania as the 
Board of Directors may designate from time to time and in the 
absence of such 
designation shall be held at the principal office of the 
Corporation in Ayr Township, Pennsylvania.
	5.	The annual meeting of the shareholders shall be held 
on the fourth Monday of November in each year, or at such other 
date as may be fixed by the Board of Directors, in order to elect 
the Board of Directors of the Corporation and transact such other 
business as may properly be brought before the meeting.  If the 
annual meeting shall not be called and held within six months 
after the fourth Monday in November, any shareholder may call 
such meeting.
	6.	The presence, in person or by proxy, of the holders of 
a majority of the outstanding shares entitled to vote, shall 
constitute a quorum at all meetings of the shareholders for the 
transaction of business except as otherwise provided by law, by 
articles of incorporation or by these by-laws.  If however, such 
quorum shall not be present or represented at any meeting of the 
shareholders, those entitled to vote thereat, present in person 
or represented by proxy, shall have power to adjourn the meeting 
from time to time, without notice other than announcement at the 
meeting, until the requisite number of shares shall be present.  
In the case of any meeting called for the election of directors, 
adjournment or adjournments may be taken only from day to day 
until such directors have been elected, and those who attend the 
second of such adjourned meetings, although less than a quorum, 
shall nevertheless constitute a quorum for the purpose of 
electing directors.
	7.	At each meeting of the shareholders every shareholder 
having the right to vote shall be entitled to vote in person or 
by proxy appointed by an instrument in writing subscribed by such 
shareholder and delivered to the Secretary at or prior to the 
meeting.  No unrevoked proxy shall be valid after eleven months 
from the date of its execution, unless a longer time is expressly 
provided therein, but in no event shall a proxy, unless coupled 
with an interest, be voted on after three years from the date of 
its execution.  In all elections for directors cumulative voting 
shall not be permitted.  No share shall be voted at any meeting 
upon which any installment is due and unpaid.  The original share 
ledger or transfer book, or a duplicate thereof kept in this 
Commonwealth shall be prima facie evidence of the right of the 
person named therein to vote thereon.
	8.	Written notice of the annual meeting shall be mailed 
to each shareholder entitled to vote thereat, at such address as 
appears on the books of the Corporation, at least five days prior 
to the meeting.
	9.	In advance of any meeting of shareholders, the Board 
of Directors may appoint judges of election, who need not be 
shareholders, to act at such meeting or any adjournment thereof.  
If judges of election be not so appointed, the chairman of any 
such meeting may, and on the request of any shareholders or his 
proxy, shall make such appointment at the meeting.  The number of 
judges may be one or three.  If appointed at a meeting on the 
request of one or more shareholders or proxies, the majority of 
shares present and entitled to vote shall determine whether one 
or three judges are to be appointed.  On request of the chairman 
of the meeting, or of any shareholder or his proxy, the judges 
shall make a report in writing of any challenge or question or 
matter determined by them, and execute a certificate of any fact 
found by them.  No person who is a candidate for office shall act 
as a judge.
	10.	Special meetings of the shareholders may be called at 
any time by resolution adopted by the Board of Directors.  At any 
time upon adoption of a resolution by the Board of Directors to 
call a special meeting, it shall be the duty of the Secretary to 
call a special meeting of the shareholders, to be held at such 
time as the Secretary may fix, not less than 10 nor more than 60 
days after receipt of the request.
	11.	Business transacted at all special meetings shall be 
confined to the objects stated in the call and matters germane 
thereto.
	12.	Written notice of a special meeting of the 
shareholders, stating the time and place and object thereof, 
shall be mailed, postage prepaid, to each shareholder entitled to 
vote thereat at such address as appears on the books of the 
Corporation, at least five days before such meeting, unless a 
greater period of notice is required by statute in a particular 
case.
	VOTING LIST
	13.	The officer or agent having charge of the transfer 
books shall make a complete list of the shareholders entitled to 
vote at the meetings, arranged in alphabetical order, with the 
address of and the number of shares held by each.  Such list 
shall be produced and kept open at the time and places of the 
meeting, and shall be subject to the inspection of any such 
shareholder during the whole time of the meeting.  The original 
share ledger or transfer book, or a duplicate thereof kept in 
this Commonwealth, shall be prima facie evidence as to who are 
the shareholders entitled to examine such list or share ledger or 
transfer book, or to vote in person or by proxy, at any meeting 
of shareholders.

	DIRECTORS
	14.	The business of this Corporation shall be managed by 
its Board of Directors, which shall consist of such number of 
persons, not less than 3 and no more than 15, as may be 
determined from time to time by the Board of Directors; provided 
that no determination by the Board of Directors may reduce the 
term of office of any incumbent Director.  Directors shall be 
elected by the shareholders at the annual meeting of shareholders 
of the Corporation.  Any person to be eligible for election by 
the shareholders must meet the requirements of a "Qualified 
Nominee" as defined below in this section and must be nominated 
by either the Board of Directors or by a shareholder or group of 
shareholders that own, as reflected on the Corporation's share 
register, at least one share of the Corporation's stock that is 
then currently entitled to vote at a meeting called for the 
election of directors.  Any such nominations by persons other 
than the Board of Directors must be received by the Secretary of 
the Corporation no later than the anniversary of the date which 
shall have been ninety (90) days prior to the date of the 
immediately preceding year's annual meeting accompanied by 
written statements signed by each person so nominated setting 
forth all information in respect of such person as would be 
required to be included in a proxy statement filed with the 
Securities and Exchange Commission pursuant to Rule 14(a) under 
the Securities Exchange Act of 1934, as amended, had such person 
been nominated, or intended to be nominated, by the Board of 
Directors, and stating that such person consents to such 
nomination and consents to serve as a Director of the Corporation 
if elected.  The Secretary shall promptly refer all such proposed 
nominations to the Nominating Committee of the Board of 
Directors.  Within fifteen (15) days following the receipt by the 
Secretary of a stockholder notice of nomination pursuant hereto, 
the Nominating Committee shall instruct the Secretary of the 
Corporation to advise the notifying stockholder of any 
deficiencies in the notice as determined by the Committee.  The 
notifying stockholder shall cure such deficiencies within fifteen 
(15) days of receipt of such notice.  No persons shall be 
eligible for election as a director of the Corporation unless 
nominated in accordance herewith.  Nominations not made in 
accordance herewith may, in the discretion of the presiding 
officer at the meeting and with the advice of the Nominating 
Committee, be disregarded by the presiding officer and, upon his 
or her instructions, all votes cast for each such nominee may be 
disregarded.  The determinations of the presiding officer at the 
meeting shall be conclusive and binding upon all stockholders of 
the Corporation for all purposes.  A person will be a "Qualified 
Nominee" if such person (A)(i) beneficially owns at least one 
thousand shares of the Corporation's Common Stock, par value $.20 
per share, such amount to be adjusted from time to time following 
September 5, 1996, by any stock split, stock dividend, 
reclassification or recapitalization by the Corporation (the 
"Minimum Shares"), or (ii) commits to the Corporation in writing 
to purchase the Minimum Shares within 18 months of being 
nominated as a director candidate, provided that any person who 
fails to acquire the Minimum Shares within 18 months of being 
nominated may not be considered a Qualified Nominee until such 
person beneficially owns the Minimum Shares, and (B) will not 
reach age 70 prior to the next scheduled annual meeting of 
shareholders.  
	15.	In addition to the powers and authorities by these by-
laws expressly conferred upon them, the Board may exercise all 
such powers of the Corporation and do all such lawful acts and 
things as are not be statute or by the articles of incorporation 
or by these by-laws directed or required to be exercised or done 
by the shareholders.

	MEETINGS OF THE BOARD OF DIRECTORS
	16.	The meetings of the Board of Directors may be held at 
such place within this Commonwealth, or elsewhere, as a majority 
of the directors may from time to time appoint, or as may be 
designated in the notice calling the meeting.
	17.	Each newly elected Board may meet at such place and 
time as shall be fixed by the shareholders at the meeting at 
which such directors are elected, and no notice shall be 
necessary to the newly elected directors in order legally to 
constitute the meeting, or they may meet at such place and time 
as may be fixed by the consent in writing of all the directors.
	18.	Regular meetings of the Board shall be held without 
notice at such time and place as shall be determined by the 
Board.
	19.	Special meetings of the Board may be called by the 
Chairman of the Board on at least three days notice to each 
director, either personally or by mail or by telegram; special 
meetings shall be called by the Chairman of the Board of 
Secretary in a like manner and on like notice on the written 
request of two directors, or more.
	20.	A majority of the directors in office shall be 
necessary to constitute a quorum for the transaction of business, 
and the acts of a majority of the directors present at a meeting 
at which a quorum is present shall be the acts of the Board of 
Directors.  If all the directors shall severally or collectively 
consent in writing to any action to be taken by the Corporation, 
such action shall be as valid corporate action as though it had 
been authorized at a meeting of the Board of Directors.
	21.	The Board of Directors may, by resolution passed by a 
majority of the whole Board, designate one or more committees, 
each committee to consist of two or more of the directors of the 
Corporation.  The Board may designate one or more directors as 
alternate members of any committee, who may replace any absent or 
disqualified member at any meeting of the committee.  Any such 
committee, to the extent provided by resolution of the Board of 
Directors, shall have and shall exercise the powers of the Board 
of Directors in the management of the business and affairs of the 
Corporation, and may authorize the seal of the Corporation to be 
affixed to all papers which may require it.  In the absence or 
disqualification of any member of any such committee or 
committees, the member of members thereof present at any meeting 
and not disqualified from voting, whether or not he or they 
constitute a quorum, may, by unanimous vote, appoint another 
member of the Board of Directors to act at the meeting in place 
of any such absent or disqualified member.

	LIABILITY OF DIRECTORS
	22.	A director, as such, shall not be personally liable 
for monetary damages for any action taken, or any failure to take 
any action, unless the director has breached or failed to perform 
the duties of his or her office under 42 Pa. C.S. Section 8363 
and the breach or failure to perform constitutes self-dealing, 
willful misconduct or recklessness.  The provisions of this 
Section shall not apply to the responsibility or liability of a 
director pursuant to any criminal statue or the liability of a 
director for the payment of taxes pursuant to local, state or 
federal law.

	COMPENSATION OF DIRECTORS
	23.	Directors as such, shall not receive any stated salary 
for their services, but by resolution of the Board, a fixed sum 
and expenses of attendance, if any, may be allowed for attendance 
at each regular or special meeting of the Board PROVIDED, that 
nothing herein contained shall be construed to preclude any 
director from serving the Corporation in any other capacity and 
receiving compensation therefor.
	OFFICERS
	24.	The officers of the Corporation shall be chosen by the 
Board of Directors and shall be a Chairman of the Board, a 
President, a Vice-President, a Secretary and a Treasurer.  The 
Board of Directors may also choose additional Vice-Presidents, 
and one or more Assistant Secretaries and Assistant Treasurers.  
Any number of offices may be held by the same person.  It shall 
not be necessary for the officers to be directors.
	25.	The Board of Directors shall fix the salaries of all 
officers of the Corporation.
	26.	The officers of the Corporation shall hold office for 
one year and until their successors are chosen and have 
qualified.  Any officer elected or appointed by the Board of 
Directors may be removed by the Board of Directors whenever in 
their judgment the best interests of the Corporation will be 
served thereby.

	LIABILITY OF OFFICERS
	27.	An officer, as such, shall not be personally liable to 
the Corporation or its shareholders, for monetary damages, unless 
the officer has breached or failed to perform the duties of his 
or her office under the Corporation's articles of incorporation, 
these by-laws or applicable provisions of law, and the breach or 
failure to perform constitutes self-dealing, willful misconduct 
or recklessness.  The provisions of this Section shall not apply 
to the responsibility or liability of an officer pursuant to any 
criminal statute or the liability of an officer for the payment 
of taxes pursuant to local, state or federal law.

	CHAIRMAN OF THE BOARD
	28.	The Chairman of the Board shall preside at all 
meetings of the stockholders and of the Board of Directors, and 
shall see that all orders and resolutions of the Board of 
Directors are carried into effect.  He may sign certificates 
representing stock of the Corporation the issuance of which shall 
have been authorized by the Board of Directors.  From time to 
time he shall report to the Board of Directors all matters within 
his knowledge which the interests of the Corporation may require 
to be brought to their notice.  He shall execute bonds, mortgages 
and other contracts requiring a seal, under the seal of the 
Corporation, except where required or permitted by law to be 
otherwise signed and executed and except where the signing and 
execution thereof shall be expressly delegated by the Board of 
Directors to some other officer or agent of the Corporation.  He 
shall be ex-officio a member of all committees of the Board of 
Directors.  He shall perform such other duties as are given to 
him by these by-laws or as from time to time may be assigned to 
him by the Board of Directors.
	PRESIDENT
	29.	The President shall be the chief executive officer of 
the Corporation, and subject to the direction of the Board of 
Directors, shall have general supervision over the business and 
affairs of the Corporation and over its officers and agents and 
general management and control of all of its properties.  In the 
absence of the Chairman of the Board, he shall preside at all 
meetings of the stockholders or of the Board of Directors at 
which he is present.  He may sign certificates of stock of the 
Corporation the issuance of which shall have been authorized by 
the Board of Directors.  He shall execute bonds, mortgages and 
other contracts requiring a seal, under the seal of the 
Corporation, except where required or permitted by law to be 
otherwise signed and executed and except where the signing and 
execution thereof shall be expressly delegated by the Board of 
Directors to some other officer or agent of the Corporation.  He 
shall perform such other duties as are given to him by these by-
laws or as may from time to time be assigned to him by the Board 
of Directors.

	VICE-PRESIDENT
	30.	In the absence of the President to perform the duties 
of chief executive officer of the Corporation, or in the event of 
his inability to act, the Vice-President (or in the event there 
be more than one Vice-President, the Vice-Presidents in the order 
designated by the directors, or in the absence of any 
designation, then in the order of their election) shall have all 
the powers of and be subject to all the restrictions upon the 
President.  The Vice-Presidents, under the supervision of the 
President, shall perform such other duties and have such other 
powers as may be prescribed by the Board of Directors or the 
President.

	SECRETARY
	31.	The Secretary shall attend all sessions of the Board 
and all meetings of the shareholders and act as clerk thereof, 
and record all the votes of the Corporation and the minutes of 
all its transactions in a book to be kept for that purpose; and 
shall perform like duties for all committees of the Board of 
Directors when required.  He shall give, or cause to be given, 
notice of all meetings of the shareholders and of the Board of 
Directors, and shall perform such other duties as may be 
prescribed by the Board of Directors or President, and under 
whose supervision he shall be.  He shall keep in safe custody the 
corporate seal of the Corporation, and when authorized by the 
Board, affix the same to any instrument requiring it.
	32.	The Assistant Secretary, or if there be more than one, 
the Assistant Secretaries in the order determined by the Board of 
Directors (or if there be no such determination, then in the 
order of their election) shall, in the absence of the Secretary 
or in the event of his inability or refusal to act, perform the 
duties and exercise the powers of the Secretary, under the 
supervision of the President, and shall perform such other duties 
and have such other powers as may be prescribed by the Board of 
Directors or President.

	TREASURER
	33.	The Treasurer shall have custody of the corporate 
funds and securities and shall keep full and accurate accounts of 
receipts and disbursements in books belonging to the Corporation, 
and shall keep the moneys of the Corporation in a separate book 
account to the credit of the Corporation.
	34.	He shall disburse the funds of the Corporation as may 
be ordered by the Board, taking proper vouchers for such 
disbursements, and shall render to the President and directors, 
at the regular meetings of the Board, or whenever they may 
require it, an account of all his transactions as Treasurer and 
of the financial condition of the Corporation.
	35.	The Assistant Treasurer, or if there shall be more 
than one, the Assistant Treasurer in the order determined by the 
Board of Directors (or if there be no such determination, then in 
the order of their election), shall, in the absence of the 
Treasurer or in the event of his inability or refusal to act, 
perform the duties and exercise the powers of the Treasurer, 
under the supervision of the President, and shall perform such 
other duties and have such other powers as may be prescribed by 
the Board of Directors or President.

	VACANCIES
	36.	If the office of any officer or agent, one or more, 
becomes vacant for any reason, the Board of Directors may choose 
a successor or successors, who shall hold office for the 
unexpired term in respect of which such vacancy occurred.
		Vacancies in the Board of Directors shall be filled, 
by persons who are Qualified Nominees as defined in Section 14 of 
those By-Laws, by the vote of a majority of the remaining members 
of the Board though less than a quorum, and each person so 
elected shall be a director until his successor is elected by the 
shareholders, who may make such election at the next annual 
meeting of the shareholders or at any special meeting duly called 
for that purpose and held prior thereto.

	CORPORATE RECORDS
	37.	There shall be kept at the principal office of the 
Corporation an original or duplicate record of the proceedings of 
the shareholders and of the directors, and the original or a copy 
of its by-laws, including all amendments or alterations thereto 
to date, certified by the Secretary of the Corporation.  An 
original or duplicate share register shall also be kept at the 
principal office, or at the office of a transfer agent or 
registrar within this Commonwealth, giving the names of the 
shareholders in alphabetical order, and showing their respective 
addresses and the number and classes of shares held by each.

	SHARE CERTIFICATES
	38.	The share certificates of the Corporation shall be 
numbered and registered in the transfer books of the Corporation, 
as they are issued.  They shall be signed by either the Chairman 
of the Board or the President and by the Secretary and shall bear 
the corporate seal.  Any or all signatures on the certificates 
may be a facsimile.  In case any officer, transfer agent or 
registrar who has signed or whose facsimile signature has been 
placed upon a certificate shall have ceased to be such officer, 
transfer agent or registrar before such certificate is issued, it 
may be issued by the Corporation with the same effect as if he 
were such officer, transfer agent or registrar at the date of 
issue.

	TRANSFERS OF SHARES
	39.	Assuming no conflict with valid share transfer 
restrictions, transfers of shares shall be made on the books of 
the Corporation upon surrender of the certificates therefor, 
endorsed by the person named in the certificate or by his 
attorney, lawfully constituted in writing.

	CLOSING TRANSFER BOOKS OR FIXING RECORD DATE
	40.	The Board of Directors may fix a time, not less than 
ten or more than ninety days, prior to the date of any meeting of 
shareholders, or the date fixed for the payment of any dividend 
or distribution, or the date for the allotment of rights, or the 
date when any change, conversion or exchange of shares will be 
made or go into effect, as a record date for the determination of 
the shareholders entitled to notice of, and to vote at, any such 
meeting, or entitled to receive payment of any such dividend or 
distribution or to receive any such allotment of rights, or to 
exercise the rights in respect to any change, conversion or 
exchange of shares.  In such cases, only such shareholders as 
shall be shareholders of record on the date so fixed shall be 
entitled to notice of, and to vote at, such meeting, or to 
receive payment of such dividend or distribution, or to receive 
such allotment of rights, or to exercise such rights, as the case 
may be, notwithstanding any transfer of any shares on the books 
of the Corporation after any record date fixed, as aforesaid.  
The Board of Directors may close the books of the Corporation 
against transfers of shares during the whole or any part of such 
period, and in such case written or printed notice thereof shall 
be mailed at least ten days before the closing thereof to each 
shareholder of record at the address appearing on the records of 
the Corporation or supplied by him to the Corporation for the 
purpose of notice.  While the stock transfer books of the 
Corporation are closed, no transfer of shares shall be made 
thereon.  If no record date is fixed for the determination of 
shareholders entitled to receive notice of, or vote at, a 
shareholders meeting, transferees of shares which are transferred 
on the books of the Corporation within ten days next preceding 
the date of such meeting shall not be entitled to notice of or 
vote at such meeting.

	LOST CERTIFICATE
41.  Any person claiming a share certificate to be lost or 
destroyed shall make an affidavit or affirmation of that 
fact and advertise the same in such manner as the 
Corporation may require, and shall, if required by the 
Corporation, give the Corporation a bond of indemnity 
with sufficient surety to protect the Corporation or any 
person injured by the issue of a new certificate from any 
liability or expense which it or they may incur by reason 
of the original certificate remaining outstanding, 
whereupon a new certificate may be issued of the same 
tenor and for the same number of shares as the one 
alleged to be lost or destroyed, but always subject to 
the approval of the Corporation.

	CHECKS
	42.	All checks or demands for money and notes of the 
Corporation shall be signed by such officer or officers as the 
Board of Directors may from time to time designate.

	FISCAL YEAR
	43.	The fiscal year shall begin the 1st day of August of 
each year.

	DIVIDENDS
	44.	Subject to the provisions of the statutes, the Board 
of Directors may declare and pay dividends upon the outstanding 
shares of the Corporation out of its surplus from time to time 
and to such extent as they deem advisable, in cash, property or 
in shares of the Corporation.
		Before payment of any dividend there may be set aside 
out of the net profits of the Corporation such sum or sums as the 
directors, from time to time, in their absolute discretion, think 
proper as a reserve fund to meet contingencies, or for equalizing 
dividends, or for repairing or maintaining any property of the 
Corporation, or for such other purpose as the directors shall 
think conducive to the interests of the Corporation, and the 
directors may abolish any such reserve in the manner in which it 
was created.

	DIRECTORS' ANNUAL STATEMENT
	45.	The Chairman of the Board and Board of Directors shall 
present at each annual meeting a full and complete statement of 
the business and affairs of the Corporation for the preceding 
year.  Such statement shall be prepared and presented in whatever 
manner the Board of Directors shall deem advisable and need not 
be verified by a certified public accountant.

	NOTICES
	46.	Whenever written notice is required to be given to any 
person, it may be given to such person, either personally or by 
sending a copy thereof through the mail, or by telegram, charges 
prepaid, to his address appearing on the books of the 
Corporation, or supplied by him to the Corporation for the 
purpose of notice.  If the notice is sent by mail or by 
telegraph, it shall be deemed to have been given to the person 
entitled thereto when deposited in the United States mail or with 
a telegraph office for transmission to such person.  Such notice 
shall specify the place, day and hour of the meeting and, in the 
case of a special meeting, the general nature of the business to 
be transacted.
		Any shareholder or director may waive any notice 
required to be given under these by-laws.

	INDEMNIFICATION
	47.A. The Corporation shall indemnify any person who was or 
is a party or is threatened to be made a party to any threatened, 
pending or completed action, suit or proceeding, whether civil, 
criminal, administrative or investigative (other than an action 
by or in the right of the Corporation), by reason of the fact 
that he is or was a director or officer of the Corporation, or is 
or was serving at the request of the Corporation as a director, 
officer or member of another corporation, partnership, joint 
venture, trust or other enterprise, against expenses (including 
attorneys' fees), judgments, fines and amounts paid in settlement 
actually and reasonably incurred by him in connection with such 
action, suit or proceeding if he acted in good faith and in a 
manner he reasonably believed to be in, or not opposed to, the 
best interests of the Corporation, and, with respect to any 
criminal action or proceeding, had no reasonable cause to believe 
his conduct was unlawful.  The termination of any action, suit or 
proceeding by judgment, order, settlement, conviction, or upon a 
plea of nolo contendere or its equivalent, shall not, of itself, 
create a presumption that the person did not act in good faith 
and in a manner which he reasonably believed to be in, or not 
opposed to, the best interests of the Corporation, and with 
respect to any criminal action or proceeding, had reasonable 
cause to believe that his conduct was unlawful.
	  B.	The Corporation shall indemnify any person who was or 
is a party or is threatened to be made a party to any threatened, 
pending or completed action or suit by or in the right of the 
Corporation to procure a judgment in its favor by reason of the 
fact that he is or was a director or officer of the Corporation, 
or is or was serving at the request of the Corporation as a 
director, officer or member of another corporation, partnership, 
joint venture, trust or other enterprise against expenses 
(including attorneys' fees) actually and reasonably incurred by 
him in connection with the defense or settlement of such action 
or suit if he acted in good faith in a manner he reasonably 
believed to be in, or not opposed to, the best interests of the 
Corporation; provided, however, that no indemnification shall be 
made in respect of any claim, issue or matter as to be which such 
person shall have been adjudged to be liable for negligence or 
misconduct in the performance of his duty to the Corporation 
unless and only to the extent that the court of common pleas of 
the county in which the registered office of the Corporation is 
located or the court in which such action or suit was brought 
shall determine upon application that, despite the adjudication 
of liability but in view of all circumstances of the case, such 
person is fairly and reasonably entitled to indemnity for such 
expenses which the court of common pleas or such other court 
shall deem proper.
	  C.	To the extent that a director or officer of the 
Corporation has been successful on the merits or otherwise in 
defense of any action, suit or proceeding referred to in 
paragraphs A or B of this Section 47 or in defense of any claim, 
issue or matter therein, he shall be indemnified against expenses 
(including attorneys' fees) actually and reasonably incurred by 
him in connection therewith.
	  D.	Any indemnification under paragraphs A or B of this 
Section 47 (unless ordered by a court) shall be made by the 
Corporation only as authorized in the specific case upon a 
determination that indemnification of the director or officer is 
proper in the circumstances because he had met the applicable 
standard of conduct set forth in such paragraph.  Such 
determination shall be made  (1) by the Board of Directors by a 
majority vote of a quorum consisting of directors who were not 
parties to such action, suit or proceeding; or  (2) if such 
quorum is not obtainable, or, even if obtainable, a majority vote 
of a quorum of disinterested directors so directs, by independent 
legal counsel in a written opinion; or  (3) by the shareholders.
	  E.	Expenses incurred in defending a civil or criminal 
action, suit, or proceeding may be paid by the Corporation in 
advance of the final disposition of such action, suit or 
proceeding as authorized in the manner provided in paragraph D of 
this Section 47 upon receipt of an undertaking by or on behalf of 
the director or officer to repay such amount unless it shall 
ultimately be determined that he is entitled to be indemnified by 
the Corporation as authorized in this Section 47.
	  F.	The indemnification provided by this Section 47 shall 
not be deemed exclusive of any other rights to which those 
seeking indemnification may be entitled under any by-law, 
agreement, vote of shareholders or disinterested directors or 
otherwise, both as to action in his official capacity and as to 
action in another capacity while holding such office, and shall 
continue as to a person who has ceased to be a director or 
officer and shall inure to the benefit of the heirs, executors 
and administrators of such a person.
	48.A. The Corporation shall indemnify any person who was or 
is an "authorized representative" of the Corporation (which shall 
mean for purposes of this Section a director or officer of the 
Corporation, or a person serving at the request of the 
Corporation as a director, officer, partner, trustee or fiduciary 
of another corporation, partnership, joint venture, trust, 
employee benefit plan or other entity or enterprise) and who was 
or is a party (which shall mean for purposes of this Section any 
threatened, pending or completed action, suit, appeal or 
proceeding of any nature, whether civil, criminal, 
administrative, or investigative, whether formal or informal, 
including an action by or in the right of the Corporation or a 
class of its security holders) by reason of the fact that he or 
she was or is an authorized representative of the Corporation, 
against any liability (which shall mean for purposes of this 
Section any damage, judgment, penalty, fine, amount paid in 
settlement, punitive damages, excise tax assessed with respect to 
an employee benefit plan, or cost or expense of any nature 
including, without limitation, attorneys' fees and disbursements) 
including, without limitation, liabilities resulting from any 
actual or alleged breach or neglect of duty, error, misstatement 
or misleading statement, negligence, gross negligence or act 
giving rise to strict or products liability, except where such 
indemnification is for acts or failures to act constituting self-
dealing, willful misconduct or recklessness.  If an authorized 
representative is entitled to indemnification in respect of a 
portion, but not all, of any liabilities to which such person may 
be subject, the Corporation shall indemnify such authorized 
representative to the maximum extent for such portion of the 
liabilities.  The termination of any proceeding by judgment, 
order, settlement, indictment or conviction or upon a plea of 
nolo contendere or its equivalent, shall not, of itself, create a 
presumption that the authorized representative is not entitled to 
indemnification.
	  B.	Notwithstanding any other provision of this Section, 
the Corporation shall not indemnify under this Section an 
authorized representative for any liability incurred in a 
proceeding initiated (which shall not be deemed to include 
counter-claims or affirmative defenses) or participated in as an 
intervenor or amicus curiae by the person seeking indemnification 
unless such initiation of or participation in the proceeding is 
authorized, either before or after its commencement, by the 
affirmative vote of a majority of the directors in office.  This 
paragraph does not apply to reimbursement of expenses incurred in 
successfully prosecuting or defending the rights of an authorized 
representative granted by or pursuant to this Section.
	  C.	Expenses (including attorneys' fees and disbursements) 
incurred in good faith shall be paid by the Corporation on behalf 
of an authorized representative in advance of the final 
disposition of a proceeding described in paragraph A of this 
Section upon receipt of an undertaking by or on behalf of the 
authorized representative to repay such amount if it shall 
ultimately be determined pursuant to paragraph F of this Section 
that such person is not entitled to be indemnified by the 
Corporation as authorized in this Section.  The financial ability 
of such authorized representative to make such repayment shall 
not be a prerequisite to the making of an advance.
	  D.	To further effect, satisfy or secure the 
indemnification obligations provided herein or otherwise, the 
Corporation may maintain insurance, obtain a letter of credit, 
act as self-insurer, create a reserve, trust, escrow, cash 
collateral or other fund or account, enter into indemnification 
agreements, pledge or grant a security interest in any assets or 
properties of the Corporation, or use any other mechanism or 
arrangement whatsoever in such amounts, at such costs, and upon 
such other terms and conditions as the Board of Directors shall 
deem appropriate.  Absent fraud, the determination of the Board 
of Directors with respect to such amounts, costs, terms and 
conditions shall be conclusive against all security holders, 
officers and directors and shall not be subject to voidability.
	  E.	An authorized representative shall be entitled to 
indemnification within 30 days after a written request for 
indemnification has been received by the Secretary of the 
Corporation.
	  F.	Any dispute related to the right to indemnification or 
advancement of expenses as provided under this Section, except 
with respect to indemnification for liability arising under the 
Securities Act of 1933 which the Corporation has undertaken to 
submit to a court for adjudication, shall be decided only by 
arbitration, to be conducted at the Corporation's executive 
offices (or such other location to which the Corporation has 
given its consent), in accordance with the commercial arbitration 
rules then in effect of the American Arbitration Association, 
before a panel of three arbitrators, one of whom shall be 
selected by the Corporation, the second of whom shall be selected 
by the authorized representative and the third of whom shall be 
selected by the other two arbitrators.  In the absence of the 
American Arbitration Association or if for any reason arbitration 
under the arbitration rules of the American Arbitration 
Association cannot be initiated, or if the arbitrators selected 
by the Corporation and the authorized representative cannot agree 
on the selection of the third arbitrator within 30 days after 
such time as the Corporation and the authorized representative 
have each been notified of the selection of the other's 
arbitrator, the necessary arbitrator or arbitrators shall be 
selected by the presiding judge of the Court of Common Pleas of 
Fulton County, Pennsylvania (or of the court of general 
jurisdiction in the municipality in which the Corporation's 
executive offices are located).  Each arbitrator selected as 
provided herein is required to be or have been a director of a 
corporation whose shares of common stock were listed during at 
least one year of such service on the New York Stock Exchange or 
the American Stock Exchange or quoted on the National Association 
of Securities Dealers Automated quotations Systems.  The party or 
parties challenging the right of an authorized representative to 
the benefits of this Section shall have the burden of proof.  The 
Corporation shall reimburse an authorized representative for the 
expenses (including attorneys' fees and disbursements) incurred 
in successfully prosecuting or defending such arbitration.  Any 
award entered by the arbitrators shall be final, binding and 
nonappealable, and judgement may be entered thereon by any party 
in accordance with applicable law in any court of competent 
jurisdiction.  This arbitration provision shall be specifically 
enforceable.
	  G.	An authorized representative shall be deemed to have 
discharged such person's duty to the Corporation if he or she has 
relied in good faith on information, advice or an opinion, report 
or statement prepared by:
		(1)	one or more officers or employees of the 
Corporation whom such authorized representative reasonably 
believes to be reliable and competent with respect to the 
matter presented;
		(2)	legal counsel, public accountants or other 
persons as to matters that the authorized representative 
reasonably believes are within the person's professional or 
expert competence; or
		(3)	a committee of the Board of Directors on which he 
or she does not serve as to matters within its area of 
designated authority, which committee he or she reasonably 
believes to merit confidence.
	  H.	All rights to indemnification under this Section shall 
be deemed a contract between the Corporation and the authorized 
representative pursuant to which the Corporation and each 
authorized representative intend to be legally bound.  Any 
repeal, amendment or modification hereof shall be prospective 
only and shall not affect any rights or obligations then 
existing.
	  I.	The indemnification and advancement of expenses 
provided by, or granted pursuant to, this Section shall not be 
deemed exclusive of any other rights to which a person seeking 
indemnification or advancement of expenses may be entitled under 
any statute, certificate or articles of incorporation, by-law, 
agreement, vote of shareholders or directors or otherwise, both 
as to action in his or her official capacity and as to action in 
any other capacity, and shall continue as to a person who has 
ceased to be an authorized representative in respect of matters 
arising prior to such time and shall inure to the benefit of the 
heirs, executors, administrators and personal representatives of 
such a person.
	  J.	Each person who shall act as an authorized 
representative of the Corporation shall be deemed to be doing so 
in reliance upon the rights of indemnification provided by this 
Section.

	AMENDMENTS
49 Except as otherwise provided by the Business Corporation Law, 
these by-laws may be amended  (i) at any regular or special 
meeting of the Board of Directors by the affirmative vote of a 
majority of the members of the Board, or  (ii) at any annual or 
special meeting of the shareholders by the affirmative vote of 
shareholders entitled to cast at least a majority of the votes 
which all shareholders are entitled to cast thereon, provided 
that in the case of any such meeting of the shareholders, notice 
of the proposed amendment shall have been contained in the notice 
of such meeting and provided further that the shareholders shall 
always have the power to change any such action by the Board.