DECLARATION OF TRUST

This Declaration of Trust is established as of the ______ day of ____________, 1999/2000, between the Walter H. McClenon Fund, Inc., a non-profit District of Columbia corporation, as Corporate Trustee, and Katherine K. Clark, as Donor. The Walter H. McClenon Fund, Inc., declares and agrees that it has received from Katherine K. Clark, the Donor, the sum of ________________ dollars ($ ________.00), and that it will hold and manage the same, and any additions to it, in trust, as follows:

Article One - Name

This trust shall be called the Special Endowment of the Walter H. McClenon Fund, Inc.

Article Two - Purpose

A. The purpose of this trust shall be the improvement of the economic, social, and industrial condition of the people of the United States and of the world, and especially of the condition of those people who appear to be in any respect at a special disadvantage. This trust shall advance its purpose by making contributions out of its endowment exclusively for charitable and educational purposes within the meaning of those terms as used in section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, and as further restricted by other provisions of this Declaration of Trust.

B. This trust shall be an endowment of the Walter H. McClenon Fund, Inc., a District of Columbia non-profit corporation, or any successor corporation. This trust shall be managed in accordance with the principles set forth in the Articles of Incorporation of the Walter H. McClenon Fund, Inc., as amended, but only further in accordance with the restrictions of section 501(c)(3) of the Internal Revenue Code, and the requirement that contributions be made only to charitable and educational organizations.

Article Three - Definitions

The following definitions and rules of construction shall be used in this Declaration of Trust and any amendments to it.

A. "Qualified charitable organization" shall mean a corporation, trust, fund, foundation, or association created or organized in the United States or in any of its possessions, whether under the laws of the United States, any state or territory, the District of Columbia, or any possessions of the United States, organized exclusively for specified charitable purposes, such that:

1. no part of the net earnings of the organization inures or is payable to or for the benefit of any private shareholder or individual;

2. no substantial part of the activities of the organization is carrying on propaganda, or otherwise attempting to influence legislation;

3. the organization does not participate in or intervene in any political campaign (including by the publishing or distributing of statements) on behalf of or in opposition to any candidate for public office.

B. "Specified charitable purposes" shall be limited to and shall include only charitable, scientific, or educational purposes within the meaning of those terms as used in section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, but only such purposes as also constitute public charitable purposes under the law of charitable trusts of the District of Columbia.

C. Any reference to either the Trustee (in the singular) or the Corporate Trustee shall refer to the Walter H. McClenon Fund, Inc., a non-profit District of Columbia corporation, as corporate trustee of this trust, or to any successor corporation to the Walter H. McClenon Fund, Inc.

D. Any reference to the Trustees (in the plural) or the Board of Trustees shall refer to the board of directors of the Walter H. McClenon Fund, Inc., or the board of directors of any successor corporation.

Article Four - Power to Accept Gifts

The Trustee may receive and accept property, whether real, personal, or mixed, by way of gift, bequest, or devise, from any person, firm, trust, or corporation, to be held, administered, and disposed of in accordance with and pursuant to the provisions of this Declaration of Trust; but no gift, bequest, or devise of any such property shall be received and accepted that would violate the provisions or purposes of this trust or jeopardize the federal income tax status of this trust.

1. No gift, bequest, or devise shall be accepted if it is conditioned or limited in such manner as to require the disposition of the income or principal to any person or organization that is not a qualifying charitable organization as defined in this Declaration of Trust.

2. No gift, bequest, or devise shall be accepted other than for specified charitable purposes as defined in this Declaration of Trust.

3. No gift, bequest, or devise shall be accepted that in the opinion of the Board of Trustees would jeopardize the federal income tax exemption of this trust pursuant to section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Article Five - Use of the Principal and Income of the Trust

A. The principal and income of all property received and accepted by the Trustee shall be held in trust, and the Trustee may make payments or distributions from income or principal, or both, to or for the use of qualified charitable organizations, as defined above, in such amounts and for such specified charitable purposes of the trust as the Trustee shall from time to time select and determine. No part of the net earnings of this trust shall inure or be payable to or for the benefit of any private shareholder or individual. No substantial part of the activities of this trust shall be the carrying on of propaganda or otherwise attempting to influence legislation. No part of the activities of this trust shall be the participation in, or intervention in any political campaign (including the publishing or distributing of statements) on behalf of or in opposition to any candidate for public office.

B. This trust shall continue forever unless the Trustee shall terminate it and distribute all of its principal and income. On such termination, assets shall be distributed only to charitable or educational organizations for charitable or educational purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Article Six - Succession of Trustees

The Walter H. McClenon Fund, Inc., shall continue as Corporate Trustee of this trust in perpetuity, unless this trust shall be terminated or the Walter H. McClenon Fund, Inc., dissolved, liquidated, or merged or consolidated with another corporation. In the event of the merger or consolidation of the Walter H. McClenon Fund, Inc., or any successor corporation, any reference to the Walter H. McClenon Fund, Inc., shall be construed as a reference to its successor. No merger or consolidation of the Walter H. McClenon Fund, Inc., or any successor corporation shall alter the character or purpose of this trust or permit this trust to be used other than for charitable and educational purposes.

Article Seven - Discretionary Powers of Trustees

In extension and not in limitation of the common law and statutory powers of trustees and another powers granted in this Declaration of Trust, the Trustee shall have the following discretionary powers:

1. To invest and reinvest the principal and income of the trust in such property, real, personal, or mixed, and in such manner as they shall deem proper, and from time to time to change investments as they shall deem advisable; to invest in or retain any stocks, shares, bonds, notes, obligations, or personal or real property (including without limitation any interests in or obligations of any corporation, association, business trust, investment trust, common trust fund, or investment company) although some or all of the property so acquired or retained is a kind or size which but for this express authority would not be considered proper and although all of the trust funds are invested in the securities of one company. No principal or income, however, shall be lent, directly or indirectly, to the Corporate Trustee, to any director or officer of the Corporate Trustee, or anyone else, corporate or otherwise, who has at any time made a contribution to this trust, nor to anyone except on the basis of an adequate interest charge and with adequate security.

2. To sell, lease, or exchange any personal, mixed, or real property, at public auction or by private contract, for such consideration and on such terms as to credit or otherwise, and to make such contracts and enter into such undertakings relating to the trust property, as the Trustee considers advisable, whether or not such leases or contracts may extend beyond the duration of the trust.

3. To borrow money for such periods, at such rates of interest, and upon such terms as the Trustee shall consider advisable, and as security for such loans to mortgage or pledge any real or personal property with or without power of sale; to acquire or hold any real or personal property, subject to any mortgage or pledge on or of property acquired or held by the trust.

4. To execute and deliver deeds, assignments, transfers, mortgages, pledges, leases, covenants, contracts, promissory notes, releases, and other instruments, sealed or unsealed, incident to any transaction in which the Trustee engages.

5. To vote, to give proxies, to participate in the reorganization, merger, or consolidation of any concern, or in the sale, lease, disposition, or distribution of its assets; to join with other security holders in acting through a committee, depositary, voting trustees, or otherwise, and in this connection to delegate authority to such committee, depositary, or trustees and to deposit securities with them or transfer securities to them; to pay assessments levied on securities or to exercise subscription rights in respect of securities.

6. To employ a bank or trust company as custodian of any funds or securities and to delegate to it such powers as the Trustee shall deem appropriate; to hold trust property without indication of fiduciary capacity but only in the name of a registered nominee, provided the trust property is at all times identified as such on the books of the trust; to keep any or all of the trust property or funds in any place or places in the United States of America; to employ clerks, accountants, investment counsel, investment agents, and any special services, and to pay the reasonable compensation and expenses of all such services.

Article Eight - Contribution Policy

This trust shall accomplish its purpose by investing its principal and distributing its income to qualified charitable organizations subject to the provisions of the Articles of Incorporation of the Walter H. McClenon Fund, Inc., and of this Declaration of Trust.

A. Contributions may be made, when not in violation of any provision of this Declaration of Trust, to qualified charitable organizations for the purpose of:

1. cooperation between and among potentially hostile groups.

2. economic, social, industrial, or political reform.

3. equality of educational opportunity.

4. civil liberty or human freedom.

5. rehabilitation of persons suffering from a special handicap.

6. economic self-sufficiency of a disadvantaged group.

7. research likely to lead to social improvement.

B. No contributions may be made:

1. for military operations of any sort.

2. for illegal activities, except for limited tests of constitutionality.

3. for music or art, as such.

4. for religion or strictly moral reform, as such.

5. for the relief of individual suffering, except insofar as such relief is incidental to some permanent provision for an entire group.

6. for medical research.

7. to or for any profit-seeking business.

8. for the purpose of preventing any change in economic, social, industrial, or political conditions, no matter how undesirable such change may appear to be.

9. for the benefit of any advantaged or privileged group.

10. to any political action committee (PAC), partisan political campaign fund, or other organization receiving contributions from donors and distributing them to candidates for elective office.

11. to any organization which lacks well-defined goals or objectives, or whose objectives are inconsistent with those of the Fund, or which, if successful, would not further the general welfare.

12. to any organization which appears more concerned with fund-raising than with any program.

13. to any organization which engages in lobbying or attempts to influence legislation;

14. to any organization that is not exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code;

15. to any organization to which a contribution would imperil the 501(c)(3) status of this trust.

Article Nine - Distribution of Income

A. Notwithstanding any other provisions of this Declaration of Trust, the Trustee shall distribute its income for each year at a time and in a manner as not to become subject to the tax on undistributed income imposed by section 4942 of the Internal Revenue Code, or the corresponding section of any future federal tax code.

B. All net income received by this trust shall be given away in the year in which it is received or the following year. All contributions by this trust shall be made either out of income from the current year or retained income from the previous year. No income by this trust shall be retained beyond the year following the year in which it was received.

Article Ten - Miscellaneous Provisions

A. The powers of the Trustee are exercisable solely in the fiduciary capacity consistent with and in furtherance of the purpose of this trust as specified in Article Two and not otherwise.

B. Any person may rely on a certified copy of the executed original of this Declaration of Trust held by the Trustee, and of any of the notations on it and writings attached to it, as fully as he might rely on the original documents themselves. No one dealing with the Trustee need inquire concerning the validity of anything the Trustee purports to do. No one dealing with the Trustee need see to the application of anything paid or transferred to or upon the order of the Trustee of the trust.

C. Neither the Corporate Trustee nor any officer or director of the Corporate Trustee shall receive any compensation or other financial gain or advantage of any sort from the Trust, provided that reimbursement may be provided for normal and necessary expenses incurred on behalf of the Trust.

D. Neither the Corporate Trustee nor any officer or director of the Trustee shall be required to furnish any bond or surety.

E. Notwithstanding any other provisions of this Declaration of Trust, neither the Corporate Trustee nor the Trustees shall:

1. engage in any act of self-dealing as defined in section 4941(d) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

2. retain any excess business holdings as defined in section 4943(c) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

3. make any investments in a manner as to incur tax liability under section 4944 of the Internal Revenue Code, or the corresponding section of any future federal tax code.

4. make any taxable expenditures as defined in section 4945(d) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Article Eleven - Amendments

A. This Declaration of Trust may be amended by the Corporate Trustee from time to time, by written instrument or instruments signed by the President of the Corporate Trustee, acknowledged by the Secretary of the Corporate Trustee, and sealed with the corporate seal of the Corporate Trustee, except that no amendment shall be made contrary to any of the subsequent restrictions in this article. Amendments shall be permitted only to the extent permitted by the Articles of Incorporation of the Walter H. McClenon Fund, Inc., and only to the extent consistent with section 501(c)(3) of the Internal Revenue Code or any corresponding provision of any subsequent federal tax code.

B. No amendment to this Declaration of Trust shall be made that would be inconsistent either with the Articles of Incorporation of the Walter H. McClenon Fund, Inc., or the provisions of the Internal Revenue Code for charitable organizations. No amendment to this Declaration of Trust shall be made to this article that would expand the amending power of the Corporate Trustee or permit any amendment that would be contrary to section 501(c)(3) of the Internal Revenue Code or contrary to the Articles of Incorporation of the Walter H. McClenon Fund.

C. This Declaration of Trust may be amended only by a two-thirds vote of the Board of Trustees of the Corporate Trustee following ten days written notice of the amendment.

Article Twelve - State

This Declaration of Trust is to be governed in all respects by the laws of the District of Columbia.

WALTER H. McCLENON FUND, Inc., Corporate Trustee

By:

________________________________________

Robert McClenon, President

________________________________________

Katherine K. Clark, Secretary

DONOR:

________________________________________

Katherine K. Clark

Witnessed by: