BYLAWS

OF

FLOAT FISHERMEN OF VIRGINIA FOUNDATION

BYLAWS

OF

FLOAT FISHERMEN OF VIRGINIA FOUNDATION

ARTICLE I

DIRECTORS

     Section 1.  General Authority.  All corporate powers of
the corporation shall be exercised by or under the authority
of, and the property, business and affairs of the corporation
managed under the direction of, the directors of the
corporation.

     Section 2.  Annual Meetings.  An annual meeting of the
directors of the corporation shall be held on the Sunday next
preceding the first Monday in September in each year for the
purpose of appointing officers and transacting such other
business as may properly come before the meeting.

     Section 3.  Regular Meetings.  Regular meetings of the
directors may be held at such times as the board of directors
may designate from time to time.

     Section 4.  Special Meetings.  Special meetings of the
directors may be held at any time at the call of the Presi-
dent, the Secretary or any of the directors.

     Section 5.  Notice of Meetings.  Notice of the date,
time and place of each meeting of the directors and, in the
case of an annual meeting or a special meeting, the purpose
or purposes of the meeting, shall be given to each director
not less than five and not more than 60 days prior to the
date of the meeting. Notice to a director shall be in writ-
ing and shall be deemed given and received when personally
delivered or mailed by first class mail to the director at
the director's address as reflected in the records of the
corporation.

     A director's attendance at or participation in a meeting
waives any required notice to him of the meeting unless he at
the beginning of the meeting or promptly upon his arrival
objects to holding the meeting or transacting business at the
meeting and does not thereafter vote for or assent to the ac-
tion taken at the meeting.

     Section 6.  Place of meetings.  Meetings of the
directors shall be held at such place, within or without
the commonwealth of Virginia, as the board of directors may
designate from time to time.

-2-

     Section 8.  Action Without Meeting.  Any action required
or permitted by law to be taken at a meeting of the directors
may be taken without a meeting if the action is taken by all
of the members of the board of directors. The action shall
be evidenced by one or more written consents stating the
action taken, signed by each director either before or after
the action taken, and included in the minutes or filed with
the corporate records reflecting the action taken.

     Section 9.  Conduct of Meetings.  The President, or in
his absence, a Vice President, if any, shall act as chairman
of and preside over meetings of the directors. If no such
officer is present, the members present at the meeting shall
elect a chairman. The Secretary, or in his absence an
Assistant Secretary, if any, shall act as secretary of such
meetings. If no such officer is present, the chairman shall
appoint a secretary of the meeting.

     Section 10.  Procedure at Meetings.  The procedure at
meetings of the directors shall be determined by the chair-
man, and the vote on all matters before any meeting shall be
taken in such manner as the chairman may prescribe.

     Section 11.  Participation by Conference Telephone.  The
board of directors may permit any or all directors to par-
ticipate in a meeting of the directors by, or conduct the
meeting through the use of, conference telephone or any other
means of communication by which all directors participating
may simultaneously hear each other during the meeting. A
director participating in a meeting by such means shall be
deemed to be present in person at the meeting. When a meet-
ing is so conducted, a written record shall be made of the
action taken at such meeting.

     Section 12.  Quorum.  A quorum at any meeting of the
directors shall be a majority of the number of directors in
office immediately before the meeting begins. The affirma-
tive vote of the majority of the directors present at a meet-
ing at which a quorum is present shall be the act of the
board of directors.

     Section 13.  Committees.  The board of directors may
create one or more committees and appoint two or more members
of the board of directors to serve on them at the pleasure of
the board of directors. Any such committee, to the extent

-3-

     The provisions of Sections 5 through 12 of this Article,
which provide for, among other things, meetings, action with-
out meetings, notice and waiver of notice, quorum and voting
requirements of the board of directors, shall apply to com-
mittees and their members as well.

     Section 14.  Vacancies.  Vacancies on the board of
directors may be filled by the affirmative vote of a majority
of the remaining directors, even though less than a quorum.

ARTICLE II

OFFICERS

     Section 1.  Generally.  The officers of the corporation
shall be a President, a Secretary and a Treasurer, all of
whom shall be directors.  The officers shall be appointed by
the board of directors at the annual meeting of the directors
or, if a vacancy shall exist in any such office, at a special
meeting of the directors held as soon as may be practicable
after the resignation, death or removal of the officer there-
tofore holding the same.  The board of directors or the
President may also at any time appoint one or more Vice
Presidents or other officers and assistant officers and fill
any vacancy that may exist in any such office as a result of
the resignation, death or removal of the officer holding the
same.  Any officer may hold more than one office.  Each
officer shall have the authority and perform the duties which
pertain to the office held by him, or as set forth in these
bylaws or, to the extent consistent with these bylaws, such
duties as may be prescribed by the board of directors or the
President

     Section 2.  President.  The President shall be the chief
executive officer of the corporation.  The President shall
have general supervision over, responsibility for and control
of the other officers, agents and employees of the corpora-
tion.  The President shall act as chairman of and preside
over meetings of the directors and shall perform, to the
extent consistent with these bylaws, such duties as may be
conferred upon him by the board of directors.

     Section 3.  Secretary.  The Secretary shall have the
responsibility for preparing and maintaining custody of
minutes of meetings of the directors in a book or books kept
for that purpose and the responsibility for authenticating
records of the corporation.  The Secretary shall maintain a
record of directors of the corporation, giving the names and
addresses of all directors.

-4-

     Section 5.  Delegation of Power.  In the event of and
during the absence, disqualification or inability to act of
any officer other than the President, such other officers or
employees as may be designated by the board of directors or
by the President shall have the authority and perform the
duties of such officer.

     Section 6.  Term.  Officers shall hold office until the
next succeeding annual meeting of the directors of the corpo-
ration or until their respective successors are appointed.

     Section 7.  Resignation.  An officer may resign at any
time by delivering written notice to the board of directors,
the President or the secretary.  A resignation shall be ef-
fective when delivered unless the notice specifies a later
effective date.

     Section 8.  Removal.  Any officer may be removed, with
or without cause, at any time by the board of directors and
any officer or assistant officer, if appointed by another
officer, may likewise be removed by such officer.

ARTICLE III

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

-5-

     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 proceeding; 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
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

-6-

     "Director" and "officer" mean 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 continuation 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 an officer, the office in the
corporation held by him; or (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.

     "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

-8-

ARTICLE IV

SEAL

     The seal of the corporation shall be a flat-face circu-
lar die, of which there may be any number of counterparts or
facsimiles, in such form as the board of directors shall from
time to time adopt.

ARTICLE V

AMENDMENTS

     These bylaws may be amended, altered or repealed by the
board of directors.

ADOPTED: June 8, 1993

-9-