<PAGE>

                                                                    Exhibit 10.2
                                                                    ------------

             Form of The Nature Conservancy Conservation Easement


                         FOREST CONSERVATION EASEMENT

     This DEED of EASEMENT made this ____ day of ___________, 20__, by
_______________ having an address at ______________________________ (hereinafter
"Grantor") and THE NATURE CONSERVANCY, a non-profit charitable corporation under
the laws of the District of Columbia, with its headquarters at 4245 North
Fairfax Drive, Arlington, Virginia 22203-1606 (hereinafter "Grantee").

     WHEREAS, Grantor is the fee simple owner of a certain tract of land located
in ________, being all of the lands and premises conveyed to the Grantor by
________, by Deed dated ________, and of record at Deed Book __, Volume __, Page
___ in the Office of the Recorder of Deeds in and for the County of ________, in
the State of ________ in and more particularly described in Attachment 1;

     WHEREAS, Grantee is a non-profit corporation incorporated under the laws of
the District of Columbia as a tax exempt public charity under Section 501(c)(3)
and 509(a)(1) of the Internal Revenue Code, qualified under section 170(h) of
the Internal Revenue Code to receive qualified conservation contributions, and
having its headquarters at 4245 North Fairfax Drive, Arlington, Virginia 22203-
1606 and a local address at ______________, whose purpose is to preserve natural
areas for scientific, charitable, educational and aesthetic purposes;

     WHEREAS, Grantor is willing to grant to Grantee this Conservation Easement
over the property, thereby restricting and limiting the use of said property, on
the terms and conditions and for the purposes hereinafter set forth, and the
Grantee is willing to accept such Easement;

     WHEREAS, the protected property is associated with and ecologically a part
of a significant natural area which qualifies as a ". . . relatively natural
habitat of fish, wildlife, or plants, or similar ecosystem," as that phrase is
used in P.L. 96-541, 26 U.S.C. 170(h)(4)(A)(ii), as amended, and in regulations
promulgated thereunder;

     WHEREAS, the property has scenic, environmental, aesthetic, and economic
value in its present state sufficiently documented in an inventory which may
contain reports, maps, photographs and other documentation of relevant features
including the forest resources of the property on file with Grantee and
incorporated by reference which the parties agree is an accurate representation
and condition of the property at the time of this grant and is intended to serve
as an objective information baseline for purposes relating to the conservation
of the forest resources on the property;

     [WHEREAS, the Grantor and Grantee have the common purpose of conserving the
above-described conservation values of the Property in perpetuity, and the
Commonwealth of Virginia has authorized the creation of conservation easements
pursuant to the Virginia Conservation Easement

                                      -1-
<PAGE>

Act (Virginia Code Section 10.1-1009, et seq.) and Grantor and Grantee wish to
avail themselves of the provisions of that law; and

       OR

     WHEREAS, the Grantor and Grantee have the common purpose of conserving the
above-described conservation values of the Property in perpetuity, and the State
of Tennessee has authorized the creation of conservation easements pursuant to
the Conservation Easement Act of 1981 (Tennessee Code Section 66-9-301, et seq.)
and Grantor and Grantee wish to avail themselves of the provisions of that law;
and]

     WHEREAS, Grantee agrees by accepting this grant to honor the intentions of
Grantor stated herein and to preserve and protect in perpetuity the natural and
forest conservation values of the property.

     NOW, THEREFORE, in consideration of the above and the mutual covenants,
terms, conditions, and restrictions contained herein, and for other good and
valuable consideration, and pursuant to the laws of [state of location of the
property], Grantor hereby voluntarily grants and conveys to Grantee this Forest
Conservation Easement in perpetuity over the property of the nature and
character and to the extent hereinafter set forth:

Section 1.     It is the purpose of this Easement to assure that the property is
----------
               maintained forever in its forested and/or open condition and to
               prevent any use of the property that will significantly impair or
               interfere with the forest conservation values of or associated
               with the property.

Section 2.     Any activity on or use of the property inconsistent with the
----------
               natural and forest conservation purpose of this Easement is
               prohibited. Without limiting the generality of the foregoing, the
               following activities and uses are expressly prohibited:

               (a)  No building, road, billboard, fence, utility or other
                    structure of any kind shall be erected or placed on the
                    property by the Grantor unless such structure replaces a
                    pre-existing structure of similar size;

               (b)  The Property under easement may not be divided, partitioned,
                    or subdivided, nor conveyed except in its current
                    configuration as an entity;

               (c)  No spoils, trash, waste or other similar material shall be
                    placed or dumped on the property nor shall there be
                    activities conducted on the property which would be
                    detrimental to water purity in adjacent water courses, or
                    which would alter natural water levels and/or flow in or
                    over this property;

               (d)  There shall be no excavation, dredging or removal of loam,
                    peat, gravel, soil, rock, sand, or other material nor any
                    building of roads or other change in the general topography
                    of the land, except the maintenance of existing foot trails,
                    fire lanes or logging roads authorized by the Grantee;

                                      -2-
<PAGE>

               (e)  There shall be no introduction of invasive non-native plant
                    or animal species on the property;

               (f)  The removal, destruction or reintroduction of trees, shrubs,
                    or other vegetation by the Grantor is prohibited except as
                    may be necessary for (i) the maintenance of existing foot
                    trails, fire lanes or other accesses, (ii) waterfowl and
                    wildlife habitat or wetland enhancement to the extent that
                    such activities do not interfere with the forestry and
                    conservation purposes of this Easement, (iii) the collection
                    and removal of dead and downed timber for firewood for non-
                    commercial personal use by the Grantor; and

               (g)  The prohibited uses shall not affect Grantor's current
                    hiking, seasonal hunting or outdoor recreational use being
                    made of the property and the right to continue such seasonal
                    hunting or recreational uses, which shall be reserved to the
                    Grantor, its representatives, successors or assigns.

Section 3.     Grantor reserves to itself, its representatives, successors and
----------
               assigns, all rights accruing from its ownership of the property,
               including the right to engage in or permit or invite others to
               engage in all uses of the property that are not expressly
               prohibited herein and which are not inconsistent with the purpose
               of this Easement, and including:

               (a)  The right to commercially harvest timber, together with the
                    right to construct, use and maintain logging roads, and to
                    use motorized vehicles, only as necessary for such
                    operations, provided that such activities are carried out in
                    accordance with generally accepted forestry practices and
                    standards set forth in a forest management plan, and with
                    prior written approval by Grantee under the terms of Section
                    4(c), below. Said forest management plan shall specifically
                    indicate actions which will be taken to protect any rare
                    plant and animal populations and rare plant communities on
                    the protected property;

               (b)  The right to sell, give, mortgage, lease, or otherwise
                    convey the protected property, provided such conveyance is
                    subject to the terms of this Conservation Easement and
                    written notice is provided to Grantee in accordance with
                    Section 17 below;

               (c)  The right to maintain such structures as currently exist on
                    the premises (which may be repaired or replaced, but not
                    expanded, on the same site, in whole or in part by like
                    structures used for the same or similar purposes);

               (d)  Grantor and Grantee acknowledge that the exercise of any
                    reserved right enumerated herein by the Grantor shall not
                    relieve Grantor from complying with or obtaining any permit
                    from any applicable governmental authority prior to the
                    exercise thereof; and

                                      -3-
<PAGE>

               (e)  Grantor also retains all responsibilities, costs and
                    liabilities of any kind related to the rights retained under
                    this Easement for its ownership, operation, upkeep and
                    maintenance of the property, including the maintenance of
                    adequate liability insurance coverage.

Section 4.     To accomplish the purpose of this Conservation Easement, the
----------
               following rights are conveyed to the Grantee by this Conservation
               Easement:

               (a)  The right to preserve and protect the conservation values of
                    the protected property;

               (b)  The right to enter the protected property at all reasonable
                    times and with prior notice and, if necessary, across other
                    lands retained by the Grantor, for the purposes of: (i)
                    inspecting the protected property to determine if the
                    Grantor is complying with the covenants and purposes of this
                    Conservation Easement; (ii) taking any and all actions with
                    respect to the protected property as may be necessary or
                    appropriate, with or without order of court, to remedy or
                    abate violations hereof; (iii) making scientific and
                    educational observations and studies and taking samples in
                    such a manner as will not disturb the quiet enjoyment of the
                    protected property by the Grantor; and (iv) monitoring and
                    management as described below;

               (c)  The right, but not the obligation, to monitor the condition
                    of the rare plant and animal populations, plant communities,
                    and natural habitats on, adjacent to, or associated with the
                    protected property, and to manage them, if necessary, to
                    ensure their continued presence and viability on the
                    protected property. Such activities shall be in accordance
                    with management practices of Grantee, which may include but
                    not be limited to mowing, fencing, trapping, prescribed
                    burning, etc. Any such management activities shall be set
                    forth in a written management plan to be reviewed by the
                    Grantor;

               (d)  The right to prevent any activity on or use the protected
                    property that is inconsistent with the purpose of this
                    Conservation Easement and to require the restoration of such
                    areas or features of the protected property that may be
                    damaged by any inconsistent activity or use, pursuant to
                    Section 9; and

               (e)  Grantee shall retain all responsibilities, costs, and
                    liabilities of any kind related to the rights granted to and
                    exercised by it under this Easement, including the
                    maintenance of adequate liability insurance coverage.

Section 5.     Grantee agrees to release, hold harmless defend and indemnify
----------
               Grantor from any and all liabilities including, but not limited
               to, injury, losses, damages, judgments, costs, expenses and fees
               which Grantor may suffer or incur as a result of or arising out
               of the activities of Grantee on the property. Grantor agrees to
               release, hold harmless, defend and indemnify Grantee from any and
               all liabilities including, but not limited to, injury, losses,
               damages, judgments, costs, expenses and fees which

                                      -4-
<PAGE>

               Grantee may suffer or incur as a result of or arising out of the
               activities of Grantor on the property.

Section 6.     The Grantor agrees to pay any real estate taxes or other
----------
               assessments which may be levied on the property.

Section 7.     The Grantor covenants and represents that the Grantor is the sole
----------
               owner and is seized of the property in fee simple and has good
               right to grant and convey this Easement; that the property is
               free and clear of any and all encumbrances, including but not
               limited to, any mortgages not subordinated to this Easement, and
               that the Grantee shall have the use of and enjoy all of the
               benefits derived from and arising out of this Easement.

Section 8.     The Grantor covenants and represents that no hazardous substance
----------
               or toxic waste exists nor has been generated, treated, stored,
               used, disposed of, or deposited in or on the property, and that
               there are not now any underground storage tanks on the property.

Section 9.     In the event of a violation of this Easement, Grantee shall give
----------
               written notice to Grantor or other violator of such violation and
               require corrective action sufficient to cure the violation and
               restore the portion of the property so injured. In the event the
               violation continues or the injury to the property is not cured
               within thirty (30) days of the written notice from Grantee, the
               Grantee, or its successor or assign, may institute a suit to
               enjoin by ex parte, temporary and/or permanent mandatory or
               prohibitive injunction such violation, to require the restoration
               of the premises to their prior condition, or in the alternative
               sue for damages for breach of covenant. Grantee shall have the
               right to seek any legal action or remedy at law or in equity,
               including specific performance, to enforce the provisions set
               forth herein without the necessity of proving either actual
               damages or the inadequacy of other available legal remedies.
               Grantee's remedies described herein shall be cumulative and shall
               not impair or be construed as a waiver to such right or remedy.
               Nothing contained herein shall be construed to entitle Grantee to
               bring any action for any injury or change in the property
               resulting from causes beyond Grantor's control including fire,
               flood or storm.

Section 10.    Grantor agrees that these restrictions will be inserted or
-----------
               referenced in any subsequent deed or other legal instrument which
               conveys either the fee simple title or possessory interest in the
               subject property.

Section 11.    The grant of this Easement in no way grants the public the right
-----------
               to enter said property for any purpose.

Section 12.    The parties hereto recognize and agree that the benefits of this
-----------
               Easement are gross and assignable, and the Grantee hereby
               covenants and agrees that in the event it transfers or assigns
               the Easement it holds hereunder, the organization receiving the
               interest will be a qualified organization as that term is defined
               in Section 170(h)(3) of the Internal Revenue Code of 1986 (or any
               other successor section)

                                      -5-
<PAGE>

               and the regulations promulgated thereunder, which is organized
               and operated primarily for one of the conservation purposes
               specified in Section 170(h)(4)(A) of the Internal Revenue Code,
               and Grantee further covenants and agrees that the terms of the
               transfer or assignment will be such that the transferee or
               assignee will be required to continue to carry out in perpetuity
               the conservation purposes which the contribution was originally
               intended to advance.

Section 13.    The Grantor hereby agrees that at the time of the conveyance,
-----------
               this Conservation Easement gives rise to a real property right,
               immediately vested in the Grantee, with a fair market value of
               said Conservation Easement as of the date of the conveyance that
               is at least equal to the proportionate value that is the
               Conservation Easement at the time of the conveyance bears to the
               fair market value of the protected property as a whole at that
               time.

               The proportionate value of the Grantee's property rights shall
               remain constant. When a change in conditions takes place which
               makes impossible or impractical any continued protection of the
               protected property for conservation purposes, and the
               restrictions contained herein are extinguished by judicial
               proceeding, the Grantee , upon a subsequent sale, exchange or
               involuntary conversion of the protected property, shall be
               entitled to a portion of the proceeds at least equal to that
               proportionate value of Conservation Easement. The Grantee shall
               use its share of the proceeds in a manner consistent with the
               conversion purposes set forth herein or for the protection of a
               "relatively natural habitat of fish, wildlife, or plants or
               similar ecosystem," as that phrase is used in and defined under
               Section 170(h)(4)(ii) of the Internal Revenue Code, as amended
               and in regulations promulgated thereunder.

Section 14.    Whenever all or part of the protected property is taken in
-----------
               exercise of eminent domain by public, corporate, or other
               authority so as to abrogate the restrictions imposed by this
               Conservation Easement, the Grantor and the Grantee shall join in
               appropriate actions at the time of such taking to recover the
               full value of the taking and all incidental or direct damages
               resulting from the taking, which proceeds shall be divided in
               accordance with the proportionate value of the Grantee's and
               Grantor's interests, and Grantee's proceeds shall be used as
               specified above. All expenses incurred by the Grantor and the
               Grantee in such action shall be paid out of the recovered
               proceeds.

Section 15.    This Easement shall be liberally construed in favor of the grant
-----------
               to effect the purpose of this Easement. If any provision of this
               Easement is found to be invalid, the remaining provisions shall
               not be altered thereby.

Section 16.    The Grantee is authorized to record or file any notices or
-----------
               instruments appropriate to assuring the perpetual enforceability
               of this Conservation Easement; for such purpose, the Grantor
               appoints the Grantee its attorney-in-fact to execute, acknowledge
               and deliver any necessary instrument on its behalf. Without
               limiting the foregoing, the Grantor agrees to execute any such
               instruments upon request.

                                      -6-
<PAGE>

Section 17.    Any notices required in this Conservation Easement shall be sent
-----------
               by registered or certified mail to the following address or such
               address as may be hereafter specified by notice in writing:

               Grantor:  ____________________________.

               Grantee: The Nature Conservancy, 4245 North Fairfax Drive,
               Arlington, Virginia 22203-1606, and [insert TNC office local
               address]

          TO HAVE AND TO HOLD unto Grantee, its successor and assigns forever.

          WITNESS the following signatures and seals; and

          IN WITNESS WHEREOF, The Nature Conservancy, a District of Columbia
nonprofit corporation, has caused this instrument to be executed on its behalf
by its duly authorized representative.


                                   LANDOWNER:


                                   _____________________________________[SEAL]

                                   _____________________________________[SEAL]



                                   THE NATURE CONSERVANCY,
                                   a District of Columbia nonprofit corporation

                                   By:__________________________________

                                   Its:_________________________________



STATE OF ____________


CITY/COUNTY OF ____________________, to-wit:

     The foregoing instrument was acknowledged before me in the jurisdiction
aforesaid this _____ day of _______________, 20__, by _________________________.

     My commission expires: ___________________________.

                                 ________________________________

                                      -7-
<PAGE>

                                 Notary Public



STATE OF ____________


CITY/COUNTY OF ____________________, to-wit:

     The foregoing instrument was acknowledged before me in the jurisdiction
aforesaid this _____ day of _____________, 20__, by _______________________, who
is _________________ of The Nature Conservancy, a District of Columbia nonprofit
corporation, on behalf of the corporation.

     My commission expires: ___________________________.

                                 ________________________________
                                 Notary Public

                                      -8-
<PAGE>

                       PROPERTY CONDITION CERTIFICATION

     This is to certify that _________, the Grantor, and _____________________
representing the Grantee, The Nature Conservancy, do accept and acknowledge the
following attached report as an accurate description of the current land uses
and physical features as of _______________ on the ___________ Easement
property. The report, which is being attached hereto and made a part hereof,
contains ____ pages (including appendices) beginning with this certification of
condition; and including a summary sheet; a legal summary setting forth the
Easement's restrictions and retained rights; a description of and background
information on the Easement including acquisition, location, tract description,
physical environment, ecological features, man-made structures/improvements and
land uses affecting the Easement; a state map showing the Easement location; a
road map showing legal access to the Easement property; a portion of a USGS
topographic map showing tract boundaries; and a tracing (reduced) of a survey
map of the ________ Easement property. The appendices include Appendix A: a copy
of the recorded Easement; Appendix B: an aerial photograph of the Easement area;
Appendix C: a photostations map showing the location from which color slides or
photos were taken; Appendix D: a photographic data sheet; Appendix E: slides or
photos of the Easement property; and Appendix F: an ecological and man-made
features of the _____ Easement property.

     The Grantor further certifies that to the best of his or her knowledge
there are no structures thereon and that there has been no dumping or discharge
of materials or other activities on the Easement property which are inconsistent
with the terms and covenants contained in the Conservation Easement, original
granted by the Grantor to The Nature Conservancy recorded in the ______ County
Deed Book, Volume ___, Page ____.


GRANTOR:                                GRANTEE:


                                        THE NATURE CONSERVANCY


__________________________              __________________________
                                        By:
                                        Its:

                                      -9-
<PAGE>

STATE OF ______________


CITY/COUNTY OF ____________________, to-wit:

     The foregoing instrument was acknowledged before me in the jurisdiction
aforesaid this _____ day of _______________, 20__, by _________________________.

     My commission expires: ___________________________.

                                 ________________________________
                                 Notary Public



STATE OF ____________


CITY/COUNTY OF ____________________, to-wit:

     The foregoing instrument was acknowledged before me in the jurisdiction
aforesaid this _____ day of _______________, 20__, by _________________________,
who is _____________ of The Nature Conservancy, a District of Columbia
nonprofit corporation, on behalf of the corporation.

     My commission expires: ___________________________.

                                 ________________________________
                                 Notary Public



                                      -10-