REGULATIONS
                                       OF
                        BROADWAY SERIES ASSOCIATES, INC.


                                    Article I

                                  Shareholders

   Section 1. Annual Meeting. Than annual meeting of shareholders shall be held
in the fourth month following the close of each fiscal year of the corporation
on such date as the board of directors may from time to time determine.

   Section 2. Place of Meeting. All meetings of shareholders shall be held at
the principal office of the corporation or at such other place within or without
the State of Indiana as may be designated in the notice of the meeting.

   Section 3. Quorum. At all meetings of shareholders, a majority of the shares
issued and outstanding and entitled to vote, the holders of which are present in
person or represented by proxy, shall constitute a quorum.

                                   Article II

                               Board of Directors

   Section 1. Number. The board of directors shall consist of such number as
shall be fixed from time to time at any meeting of shareholders called for the
purpose of electing directors.

   Section 2. Meetings. An organizational meeting of the board of directors may
be held, without notice, immediately after the annual meeting of shareholders
for the purpose of electing officers and attending to such other business as
properly may come before the meeting. Additional meetings may be held at such
times as may be determined from time to time by the board of directors.

   Section 3. Committees. The board of directors may create an executive
committee or any other committee of the directors to consist of not less than
two directors and may delegate to any such committee any of the authority of the
board, however conferred, other than that of filling vacancies among the
directors or in any committee of the board.





                                   Article III

                                    Officers

   Section 1. Number and title. The officers of the corporation shall consist of
a president, such number of vice presidents as the board of directors may from
time to time determine, a secretary, a treasurer and such other officers and
assistant officers as the board of directors may from time to time determine.

   Section 2. Authority and Duties. Subject to such limitations as the board of
directors may from time to time prescribe, the officers shall each have such
powers and perform such duties as generally pertain to their respective offices
and such further powers and duties as my be conferred from time to time by the
board of directors or, in the case of any officers other than the president by
the president.

   Section 3. Term. Each officer shall hold office for one year and until his or
her successor is duly elected and qualified.

                                   Article IV

                                 Indemnification

   The corporation shall, to the full extent permitted by the General
Corporation Law of Indiana as amended from time to time, indemnify all persons
whom it may indemnify pursuant thereto.

                                    Article V

                             Certificates for Shares

   If any certificate for shares of the corporation is lost, stolen or
destroyed, a new certificate may be issued upon such terms or under such rules
as the board of directors may from time to time determine or adopt.

                                   Article VI

                                      Seal

   The board of directors may provide for a corporate seal if they so lect, but
such seal shall not be required.

                                   Article VII

                                   Fiscal Year

   The fiscal year of the corporation shall end on December 31 st or such other
date as the board of directors may from time to time determine.



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