S.K. Johnston, III and Julie N. Boyle f.k.a. Julie N. Johnston, et al. - Page 37

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                  The Conservation Easement                                                           
                  In December 1989, petitioners donated to the Nature                                 
            Conservancy (the Conservancy) a conservation easement encumbering                         
            4,898 acres of the Flying H Ranch (the easement).  The parties                            
            stipulated that the easement was a "qualified conservation                                
            contribution" for the purposes of section 170(f)(3)(B)(iii) and                           
            (h).                                                                                      
                  The easement encumbers a highly aesthetic portion of Flying                         
            H know as Moncreiffe Ridge located near Big Horn, Wyoming.  The                           
            ridge forms the highest part of the property with deeded lands                            
            descending to the north, south, and west.  The land consists of                           
            level to rolling foothill rangelands that vary from open to                               
            timbered land along the west slopes of the Big Horn Mountains,                            
            and is bounded on its southern border by the Big Horn National                            
            Forest.  Most of the easement's northern boundary is bordered by                          
            Wyoming State lands.                                                                      
                  Several improved gravel roads provide direct access to the                          
            property from petitioners' property, and the easement grants the                          
            Conservancy the right of access for ingress and egress.  The                              
            easement has superior interior access that is provided by a                               
            gravel road known as the Gulf road, constructed for oil and gas                           
            exploration by Gulf Oil in the early 1980's, and numerous jeep                            
            trails.  The Gulf road traverses the lower areas of the easement                          
            along the northern slope of Moncreiffe Ridge and continues to the                         
            extreme southern areas on the property adjacent to Bighorn                                



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