PEAKS MILL -- Frost-covered leaves crunch under Mark Schimmoeller's feet as he walks through a hardwood forest that hasn't seen a logger's saw in more than 80 years.

Tree trunks rise 70 feet -- as tall as a seven-story building -- before branching out, and a bandit-faced raccoon huddles atop a white oak, closely watching the humans below as scattered snowflakes fall.

These 20 acres tucked into a hollow of Franklin County, and an adjacent 130 acres of other forest land, once were slated for a subdivision. But now they will be protected through a new land trust formed to safeguard forests and bottomlands in the lower Kentucky River watershed.

"When I come into these woods, it's transformative," said Schimmoeller, a co-owner of the land who lives nearby in a solar-powered cabin. "My mind becomes uncluttered. Thoughts will come easier. That's why I want to save it in perpetuity, so others can have that same experience."

Hannah Helm, another member of a group that jointly owns the land, agrees. She lives in Lexington now but plans to build a home on the edge of the property and move there next year, then adhere to a plan to place development and logging restrictions on the property.

Helm, a retired state environmental cabinet employee, is a founding board member of the Woods and Waters land trust, an organization that seeks to work with landowners to protect the open spaces of Franklin, Owen and Henry counties.

She views the trust as a commitment to the environment.

"You keep control of your land," she said, "but you work out agreements how to use the land."

Among other things, a land trust acquires and holds conservation easements on property, setting boundaries for how it can be used by current and future owners.

For example, limits might be placed on the number of buildings that can be constructed, the amount of logging or the locations of grazing.

Landowners who donate such easements get tax deductions.

Conservationists say the Woods and Waters trust is needed in part because the three counties it covers contain thousands of acres of forest.

And because many of those parcels are connected -- some in tracts larger than 3,500 acres -- they provide a much better home for native plants and animals, says Don Dott, director of the Kentucky State Nature Preserves Commission.

Protecting them will also protect the area's water quality, including the Kentucky River, which flows into the Ohio River -- Louisville's source of drinking water.

The area also is a haven for migrating song birds and home to a number of rare species.

"When you start putting in houses and roads, a forest can't serve all the functions that it's supposed to," said Dott, whose agency tracks and protects natural areas and rare species in Kentucky.

Yet, the area's proximity to Frankfort and other urban areas has already brought development pressures, he said.

"The likelihood of those forests staying intact gets less every day," Dott said.

The property owned by Schimmoeller and Helm was going to be logged and turned into 15-acre plots until they were able to negotiate its purchase two years ago, Schimmoeller said.

Kentucky only has a handful of active land trusts, evidence that it lags behind many other states in land conservation, says Hugh Archer, a former commissioner of the Kentucky Department of Natural Resources.

Archer directs the Kentucky Natural Lands Trust, which concentrates on preserving Pine Mountain in Eastern Kentucky. Other trusts include River Fields Inc., based in Louisville, and the Bluegrass Conservancy, based in Lexington.

Archer says he's been advising Woods and Waters, and that his land trust has agreed to temporarily hold easements for Woods and Waters board members until they step down -- a maneuver that's meant to make sure the transactions don't run afoul of the Internal Revenue Service.

And he said Woods and Waters is "starting out 10 steps ahead."

One of its smartest moves, Archer said, was to create a diverse board of directors that includes heavy hitters in both business and environmental communities, such as an attorney who works for developers and an activist who opposes logging on public lands.

Another was to line up potential participants and supporters before going public in November.

One of those potential participants is Lee Troutwine, a retired commissioner of the Kentucky Department for Local Government, who owns 70 acres along the popular Elkhorn Creek near Peaks Mill.

The holdings include pasture land near the creek and a forested hillside - -- – land that he says he "loves more than anything else."

His roots there go back to the 1950s, when his Scouting troop used part of the parcel as a camp. A rusted metal flagpole he helped plant as a child still rises from the flood plain.

"I just want to see the property protected," he said.

The two board members who may best represent the group's political diversity are Charles Jones, one of Frankfort's busiest development attorneys, and Chris Schimmoeller, one of Kentucky's more active environmentalists.

Chris Schimmoeller -- Mark's sister -- is known for her work with Kentucky Heartwood, a group that opposes logging, mining and oil and gas drilling on public lands, and has focused attention on the Daniel Boone National Forest.

She said she's enjoyed working with people on the board who are sometimes the target of environmental activists. "It shows the larger connection we all have with the land," she said.

Jones acknowledged that, at first blush, he doesn't appear to fit well into the new group. "I've fought diligently and hard for developers to pave over a lot of land," he said.

But he said he wants to do the same for conservation, adding that there should be effective ways for people to preserve the rural character of their property.

On a personal note, he said the 400-acre farm where he lives with his wife and children is dear to him and that after he's left the Woods and Waters board, he intends to have the land trust hold a conservation easement on it.

"At the end of this journey," he said, "I'm going to find this more meaningful than any of the developments I've gotten approved."

Reporter James Bruggers can be reached at (502) 582-4645.