ARTICLES OF INCORPORATION

OF

FLOAT FISHERMEN OF VIRGINIA FOUNDATION

       The name of the corporation is:

Float Fishermen of Virginia Foundation

     Section 1.  General Purposes.  The corporation shall be
organized and operated exclusively for charitable, scientific
and educational purposes within the meaning of Section
501(c) (3) of the Internal Revenue Code of 1986, as amended
(the "code"), including, without limitation: the conser-
vation, preservation, maintenance and restoration of
the streams, rivers and other natural resources of the
Commonwealth of Virginia; the development, implementation and
evaluation of conservation and preservation policies, methods
and techniques; and the promotion of public awareness of, and
the education of the public as to, the advantages and ben-
efits of conservation and preservation policies, methods and
techniques.

     Section 2.  No Private Inurement.  No part of the assets
or net earnings of the corporation shall inure to the benefit
of, or be distributable to, any director or officer of the
corporation or any private individual (except that reasonable
compensation may be paid for services rendered to or for the
corporation affecting one or more of its purposes and ben-
efits may be conferred that are in conformity with said
purposes), and no director or officer of the corporation or
any private individual shall be entitled to share in the
distribution of any of the corporate assets on dissolution of
the corporation. No substantial part of the activities of
the corporation shall be carrying on of propaganda, or
otherwise attempting to influence legislation. The corpora-
tion shall not participate in, or intervene in (including the
publication or distribution of statements) any political
campaign on behalf of any candidate for public office.

     Section 3.  Prohibited Activities.  Notwithstanding any
other provision of these Articles, the corporation shall not
conduct or carry on any activity not permitted to be con-
ducted or carried on by an organization described in Section
501(c)(3) of the Code and exempt from federal taxation under

Section 501(a) of the Code or by an organization contribu-
tions to which are deductible under Sections 170(c) (2),
2055(a) (2) or (3) and 2522(a) (2) or (3) of the Code.

     Section 4.  Dissolution.  Upon dissolution of the
corporation, the board of directors shall, after paying or
making provisions for the payment of all the liabilities of
the corporation, dispose of all of the assets of the corpora-
tion exclusively for the purposes of the corporation in such
manner as the board of directors may determine or to an
organization or organizations organized and operated exclu-
sively for charitable, scientific or educational purposes
within the meaning of Section 501(c) (3) of the Code and
exempt from federal taxation under Section 501(a) of the Code
as the board of directors shall determine.  Any such assets
not so disposed of shall be disposed of pursuant to the order
of any court of record with general equity jurisdiction in
the city or county of the Commonwealth of Virginia where the
registered office of the corporation is the located, exclu-
sively for such purposes or to such organization or organiza-
tions which are organized or operated exclusively for such
purposes as such court shall determine.

ARTICLE III

MEMBERS

     The corporation shall have no members.

ARTICLE IV

DIRECTORS

     Section 1.  Number.  The board of directors shall
consist of a minimum of three and a maximum of seven
individuals.

     Section 2.  Initial Directors.  Set forth below are the
names and addresses of the individuals who are to serve as
the initial directors of the corporation.

     Section 3.  Appointment or Election.  Directors, other
than initial directors and directors elected to fill vacan-
cies in the board of directors, shall be appointed by the
affirmative vote of a majority of the directors of Float
Fishermen of Virginia, Inc., a Virginia nonstock corporation,
or, if that corporation shall cease to exist, elected by the
affirmative vote of a majority of the directors of the corpo-
ration.  Vacancies in the board of directors may be filled by
the affirmative vote of a majority of the directors of the
corporation.

     Section 4.  Term.  Initial directors shall hold office
until the first annual meeting of the directors of the corpo-
ration or until their respective successors are appointed or
elected and qualify. Directors, other than initial directors
and directors elected to fill vacancies in the board of
directors, shall be appointed or elected at an annual meeting
of the directors of the corporation to hold office until the
third annual meeting of the directors of the corporation
following their appointment or election or until their
respective successors are appointed or elected and qualify.
Directors elected to fill vacancies in the board of directors
shall hold office until the next annual meeting of the
directors of the corporation at which directors are appointed
or elected.

     Section 5.  Resignation.  Directors may resign at any
time by written notice delivered to the board of directors,
the president or the secretary.  A notice shall be effective
when delivered unless the notice specifies a later effective
date.

     Section 6.  Removal.  Directors may be removed, with
or without cause, at any time by the affirmative vote of a
majority of the directors of Float Fishermen of Virginia,
Inc. or, if that corporation shall cease to exist, by the
affirmative vote of a majority of the directors of the cor-
poration at any regular or special meeting of the directors.

ARTICLE V

INDEMNIFICATION AND ELIMINATION
OR LIMITATION OF LIABILITY

     Section 1.  Indemnification of Directors and Officers.
Except as provided in Section 2 of this Article, the corpora-
tion shall indemnify every individual made a party to a pro-
ceeding because he is or was a director or officer against
liability incurred in the proceeding if:  (i) he conducted
himself in good faith; and (ii) he believed, in the case of
conduct in his official capacity with the corporation, that
his conduct was in its best interests, and, in all other
cases, that his conduct was at least not opposed to its best

interests; and (iii) he had no reasonable cause to believe,
in the case of any criminal proceeding, that his conduct was
unlawful.

     Section 2.  Indemnification not Permitted.  The corpora-
tion shall not indemnify any individual against his willful
misconduct or a knowing violation of the criminal law or
against any liability incurred by him in any proceeding
charging improper personal benefit to him, whether or not by
or in the right of the corporation or involving action in his
official capacity, in which he was adjudged liable by a court
of competent jurisdiction on the basis that personal benefit
was improperly received by him.

     Section 3.  Effect of Judgment or Conviction.  The ter-
mination of a proceeding by judgment, order, settlement or
conviction is not, of itself, determinative that an indi-
vidual did not meet the standard of conduct set forth in Sec-
tion 1 of this Article or that the conduct of such individual
constituted willful misconduct or a knowing violation of the
criminal law.

     Section 4.  Determination and Authorization.  Unless
ordered by a court of competent jurisdiction, any indemnifi-
cation under Section 1 of this Article shall be made by the
corporation only as authorized in the specific case upon a
determination that indemnification of the individual is per-
missible in the circumstances because: (i) he met the stan-
dard of conduct set forth in Section 1 of this Article and,
with respect to a proceeding by or in the right of the
corporation in which such individual was adjudged liable to
the corporation, he is fairly and reasonably entitled to in-
demnification in view of all of the relevant circumstances
even though he was adjudged liable; and (ii) the conduct of
such individual did not constitute willful misconduct or a
knowing violation of the criminal law.

     Such determination shall be made:  (i) by the board of
directors by a majority vote of a quorum consisting of direc-
tors not at the time parties to the proceedings; or (ii) if
such a quorum cannot be obtained, by a majority vote of a
committee duly designated by the board of directors (in which
designation directors who are parties may participate), con-
sisting solely of two or more directors not at the time par-
ties to the proceeding; or (iii) by special legal counsel
selected by the board of directors or its committee in the
manner heretofore provided or, if such a quorum of the board
of directors cannot be obtained and such a committee cannot
be designated, selected by a majority vote of the board of
directors (in which selection directors who are parties may
participate), Authorization of indemnification, evaluation
as to reasonableness of expenses and determination and
authorization of advancements for expenses shall be made in
the same manner as the determination that indemnification is

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permissible, except that if the determination is made by
special legal counsel, authorization of indemnification and
evaluation as to reasonableness of expenses shall be made by
those selecting such counsel.

    Section 5.  Advance for Expenses.  The corporation shall
pay for or reimburse the reasonable expenses incurred by any
individual who is a party to a proceeding in advance of final
disposition of the proceeding if: (i) he furnishes the cor-
poration a written statement of his good faith belief that he
has met the standard of conduct described in Section 1 of
this Article and a written undertaking, executed personally
or on his behalf, to repay the advance if it is ultimately
determined that indemnification of such individual in the
specific case is not permissible; and (ii) a determination is
made that the facts then known to those making the determina-
tion would not preclude indemnification under this Article.
An undertaking furnished to the corporation in accordance
with the provisions of this Section shall be an unlimited
general obligation of the individual furnishing the same but
need not be secured and may be accepted by the corporation
without reference to financial ability to make repayment.

     Section 6.  Indemnification of Employees and Agents.
The corporation may, but shall not be required to, indemnify
and advance expenses to employees and agents of the corpora-
tion to the same extent as provided in this Article with
respect to directors and officers.

     Section 7.  Elimination or Limitation of Liability of
Directors and Officers.  Except as provided in Section 8 of
this Article, in any proceeding brought by or in the right of
the corporation, the damages assessed against a director or
officer arising out of a single transaction, occurrence or
course of conduct shall be limited as follows:

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      Section 8.Liability of Directors and Officers Not
Eliminated or Limited. The liability of a director or
officer shall not be eliminated or limited in accordance with
the provisions of Section 7 of this Article if the director
or officer engaged in willful misconduct or a knowing viola-
tion of the criminal law.

      Section 9. Definitions. In this Article:

     "Director" and "Officer" means an individual who is or
was a director or officer of the corporation, as the case may
be, or who, while a director or officer of the corporation is
or was serving at the corporation's request as a director,
officer, partner, trustee, employee or agent of another
foreign or domestic corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise. A director
or officer shall be considered to be serving an employee ben-
efit plan at the corporation's request if his duties to the
corporation also impose duties on, or otherwise involve ser-
vices by, him to the plan or to participants in or benefi-
ciaries of the plan.

     "Individual" includes, unless the context requires
otherwise, the estate, heirs, executors, personal representa-
tives and administrators of an individual.

     "Corporation" means the corporation and any domestic or
foreign predecessor entity of the corporation in a merger or
other transaction in which the predecessor's existence ceased
upon the consummation of the transaction.

     "Expenses" includes but is not limited to counsel fees.

     "Liability" means the obligation to pay a judgment, set-
tlement, penalty, fine, including any excise tax assessed
with respect to an employee benefit plan, or reasonable
expenses incurred with respect to a proceeding.

     "Official capacity" means: (i) when used with respect
to a director, the office of director in the corporation;
(ii) when used with respect to a officer, the office in the
corporation held by him; (iii) when used with respect to
an employee or agent, the employment or agency relationship
undertaken by him on behalf of the corporation.  "Official
capacity" does not include service for any foreign or domes-
tic corporation or other partnership, joint venture, trust,
employee benefit plan or other enterprise.

     "Party" includes an individual who was, is or is
threatened to be made a named defendant or respondent in a
proceeding.

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     "Proceeding" means any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, admin-
istrative or investigative and whether formal or informal and
whether or not by or in the right of the corporation.

     Section 10.  Provisions Not Exclusive.  As authorized by
the Virginia Nonstock Corporation Act, the provisions of this
Article are in addition to and not in limitation of the spe-
cific powers of a corporation to indemnify directors and
officers set forth therein.  If any provision of this Article
shall be adjudicated invalid or unenforceable by a court of
competent jurisdiction, such adjudication shall not be deemed
to invalidate or otherwise affect any other provision hereof
or any power of indemnity which the corporation may have
under the Virginia Nonstock Corporation Act or other laws of
the Commonwealth of Virginia.

ARTICLE VI

INITIAL REGISTERED OFFICE AND AGENT

     The post office address of the initial registered office
is 100 Court Street, Appomattox, Virginia 24522. The name of
the County in which the initial registered office is located
is Appomattox. The name of the initial registered agent is
William S. Kerr, whose business office is the same as the
registered office and who is a resident of Virginia, a direc-
tor of the corporation and a member of the Virginia State
Bar.

DATED: May 25, 1993