!

JOINT MEETING

NE\V YORK STA T E TEAMSTERS CONFERENCE

PENSI O N & RETIREMENT F NO
AND
NEW YORK STATE TEAMSTERS COUNCIL
HEALTA & HOSPITAL FUND AND PREPAID
LEGAL SERVICES FUND

Minutes of meetings held on January 28-31. 2001 in Palm Springs, California.

In ~(tendance were Trustees:

Union Trustees Employer Tnlstees

F rank Posato J. Dawson Cunningham
Brian Masterson Don Little
Gary Staring Anthony Simoes
John Bulgaro

Also in attendance were:

David E. Menter Executive Administ rarer

Peter P. Paravati, Jr. Paravati. Karl. Green & DeBella
Ira R. Mitzner Dickstein. Shapiro, Morin & Oshinsky
Kenneth L. Joos River Cities Corporation
Francis X. Lilly * )ndependent Fiduciary Services, ) nco
Robert Sherwood Watson Wyatt Worldwide
Stanley Goldfarb Watson Wyatt Worldwide GOVERNMENT
Donald Haverrnann Morgan, Lewis & Bockius EXHIBIT
Edward Patche: t rndependent Fiduciary Services, Inc
Paul Bush Director of Operations GD-16

All of the following items, topics and/or resolutions pertain to both the Pension Fund and Health Fund
unless specifically indicated to the contrary.

* Did not attend Sunday session.

Agenda Items 3 and 15 have been deleted. The remaining items have 1I0t been renumbered in order that
the minutes accurately reflect the corresponding Agenda Item numbers.

All documents, memoranda and reports referred 10 herein are on file with the minutes at the Fund office.

AG E N DA ITEM I

T he meeting was called 10 order on January 28111 through 3 1'1 by Co-Chairman Posato serving (IS meeting chairman .
 ENDA ITEM 2

After discussion, upon motion made and seconded, the Trustees unanimously accepted the minutes of the Board
Meeting of November 27 & 28, 2000.

AGENDA ITEM 4

REPORT BY EXECUTIVE ADMINISTRATOR:

After discussion, upon motion made and seconded, the Trustees unanimously approved the Executive
Administrator's Financial Report included in the meeting Agenda. A copy of said Report is on file with the minutes.

Mr. Menter addressed the following matters:

a. The Funds' Fidelity bond coverage has been renewed for the next three years at a savings of approximately
$1,000 per Fund.
b. The Fund office staff is in the process of finalizing the proposed Health and Pension websites for final
review and acceptance by the Trustees.
c. SSA letters to terminated vested participants for 1998 and 1999 have been sent out by the Pension Fund.
d. Mr. Menter reviewed the status ofthe transition of the Health Fund's prescription drug program to Express
Scripts. which has been completed with few difficulties,
e. Mr. Menter reponed on various Blue CrossIBlue Shield claims payment issues and advised the Health Fund
Trustees that OJArcangelo will be performing a claims audit in the near future.
f Mr. Menter reported that the Health Care Cost Containment Coalition (HCCCC) maintains fiduciary
liability insurance coverage for any of the Health Fund Trustees who may be appointed to the Coalition's
Board.
g. Messrs. Menter and Paravati, Jr. addressed various issues concerning owner operators currently
participating in the Funds. They also reviewed the related Escro matter. Thereafter, Mr. Menter requested
that the Trustees consider adopting a "two check" rule for owner operators. After said request and
discussion, the matter was tabled for further review.
h. Mr. Menter reported that Pioneer Transport ceased participation in the Health Fund due to a cessation of
business operations as ofOctober, 1999. As a result, the company owes the Fund approximately five weeks
ofcontributions. However, in accordance with past practice, upon motion made and seconded, the Trustees
unanimously agreed to grant benefit credit for those five weeks to any company employee who subsequently
went to work for another participating employer.
l. Mr. Menter reported that the Fred Carter, Jr. subrogation lien settlement, approved by the Health Fund
Trustees at the last meeting, has been accepted by Mr. Carter. Jr. 's legal counsel and the insurance carrier,
J. Mr. Menter reported that the new 200 I fRS mileage allowance rate is now 34 Y2¢/mile.
k. In Executive session with the Trustees and Fund counsel only, Mr. Menter reported on the status of the
AON study of Fund operations .
L Mr. Menter reponed that Mr. Havermanns latest draft of the Pension Plan Restatement has been reviewed
by Co-Counsel, Pension Fund actuaries and the Pension Fund office staff. Comments and suggestions will
be forwarded to Mr. Havermann for modifications and a revised draft
:)' == = = = = = = = = = = = = = = = = = =

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 AGENDA ITEM 5

:.JPO RT BY PARA VAT., KARL, GREEN & DEBELLA

Mr. Paravati. Jr. reviewed an extensive written report listing in detail the litigation files and other cases his office
has settled or resolved since the last meeting and the status of other pending matters

Mr. Paravati, Jr. reported that it has come to his attention that the Genesee Brewing, Co., a participating employer
in the Pension Fund, may have been sold to investors including high level executives of the company , Given this potential
sale, in accordance with Pension Fund employer withdrawal liability policy, Mr. Paravati, Jr.'s office sent a copy of its
standard "Statement of Business Affairs" to the company with a request that it complete same and return to Mr. Paravati,
Jr.ts office for review A review of the completed "Statement of Business Affairs" is the only way to ascertain whether
the sale triggered a withdrawal liability. Mr. Paravati, Jr. reported that the company, to date, has refused to comply.
Therefore, pursuant to Pension Fund policy, Mr. Paravati, Jr. recommended that a withdrawal liability be assessed against
[he company. After said report and discussion, upon motion made and seconded, the Trustees unanimously resolved to
assess the appropriate employer withdrawal liability against the company.

Mr. Paravati, Jr. reported that a potential settlement has been reached with Hauser Trucking, Co. in regard to its
long-standing dispute with the Pension Fund. Mr. Paravati , Jr. recommended that the Pension Fund accept contributions
from the company up to the termination of its Local 294 Participation Agreement expiration date of May, 1998 in
accordance with the Merger Agreement. Thereafter, the small withdrawal liability which would have been incurred by the
company would be waived given the complicated legal issues involved and in deference to the potentiaJ costs of litigation.
After said recommendation, upon motion made and seconded, the Trustees unanimously approved said settlement.

~ EN DA ITEM 6
REPORT BY DrCKSTEIN, SHAPIRO. MORIN & OSHrNSKY

Ira R. Mitzner reported on the following subjects :

Trust Agreements: The Trust Agreement for the Pension and Hospital Funds, which incorporated all prior
amendments, was presented to the Trustees for approval . On motion made and seconded, the two trust instruments were
adopted by the Trustees, and appropriate signatures were obtained.

Suspension of Benefits: At the November meeting, counsel had been asked to determine whether the 80-hour rule
could be implemented and what impact it might have on current and future retirees health eligibility. Counsel reported that
any effort to limit the Health Fund to active members could raise legal issues. Counsel also reported that the New England
Teamsters Fund and the Western Conference of Teamsters Fund had enacted a 49-hour rule. Teamsters Central States
Fund and the Teamsters Western Pennsylvania Funds have further limited the permitted work of even early retirement
retirees. Counsel was requested to determine whether a rule could be fashioned which could address the concerns of the
Trustees ,

AGENDA ITEM 7

RE PORT BY MORGAN, LEWIS & BOCKJUS

Mr. Haverrnann reported on the status of the UPS litigation and settlement discussions. After said report, upon

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 motion made and seconded , the Trustees unanimously resolved that the Co-chair continue to be authorized to provide Mr
Havermann' s firm with litigation and settlement instructions .

Messrs. Havermann and Goldfarb reported on various IRe Section 4 I5 issues including the possibility of the Pension
Fund implementing a non-qualified plan ("415 Excess Plan").

AGENDA ITEM 8

REPORT BY RIVER CITIES

Mr. Joos reviewed a written reported entitled "Days and Hours Reported for Retired Participants," dated January
22 , 2001.

Mr. Joos reviewed a written report entitled "National Master Freight Contribution Requirement," dated January
20,200 I . After said report and discussion, upon motion made and seconded, the Trustees unanimously resolved to allocate
the $.40 increase as follows' $,10 to the Health Fund and $,30 to the Pension Fund,

Mr . Joos reviewed a written report entitled "Composite and Single/Two Party/Family Rates for municipal and all
other employer units.i'dated January 22, 200 I. After said report and discussion, upon motion made and seconded, the
Trustees unanimously approved the composite and component for the year 2004 contribution rates for the Health Fund in
accordance with the aforesaid report .

Mr. Joos reviewed a written report entitled "Premium Assistance Program -UPS Retiree Dental and Vision Benefits,"
d January 17, 200 I. After said report, upon motion made and seconded, the Trustees unanimously approved an increase
e Premium Assistance Program as follows: For those pensioners who retired January I, 1999 and after. and are eligible
for the Premium Assistance Program, the amount of the assistance has been increased from $175 .00 to $200.00 toward the
approved medical program effective March I, 200 I .

Mr. Joos reviewed a written report entitled "Weekly Disability Benefits," dated January 17,200 I. After said report
and discussion, upon motion made and seconded, the Trustees unanimously approved the premium rate increase as
requested by ULLlCO in accordance with said report , However, Mr. Joos and Mr. Menter indicated they would try to
negotiate a smaller increase.

Messrs. Menter and Joos reported on a proposal to consolidate certain classes/schedules of Health Plan benefits.
After said report and discussion, Messrs. Menter and Joos were authorized to further review the issue and provide a report
for the Trustees at the next meeting.

AGENDA ITEM 9

REPORT BY WATSON WYATT

Messrs. Goldfarb and Sherwood reviewed reports entitled "Exhibit A-Preliminary Determination of Actuary Value
of Assets,'. "Exhibit B,,. and "Exhibit C-Distribution of Active Participants as of January I, 2000 Based on Total Hourly
Contri butio n Rates."

Mr. Goldfarb reviewed a proposal to increase the Pension Fund's past service benefit. The Trustees also discussed

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 various other pension benefit proposals. In this regard, Mr. Goldfarb reviewed a report entitled "Exhibit C" of the Watson
Wyatt Agenda Report. After said discussion, Mr. Goldfarb was directed to further review the various proposals_and repon
he Trustees at the next meeting.

AGENDA IT EM 10

REPORT BY INDEPENDENT FIDUCIARY SERVICE

Sunday, January 28

Mr Patchett introduced Brian Hurley, Vice President and Taft-Hartley Business Manager and BillCollins, Assistant
Vice President, from State Street Bank, the custodian for the Pension and Health Funds. Mr. Hurley and Mr. Collins
reviewed their presentation book distributed to the Trustees, noting the total amount of assets under State Street's custody
and the financial condition of the bank. Mr. Hurley reviewed the State Street account management team structure and the
services provided to the Pension and Health Funds. Thereafter, Mr. Collins reviewed the historical account relationship
with the Funds and the Local 478 merger that occurred during 2000. Mr. Hurley then reviewed State Street's procedure
for filing proofs of claim related to class action litigation for securities held in the Funds' accounts . Mr. Hurley also
reviewed State Street's securities lending program, noting the Pension Fund earned $190,000 in securities lending income
over the past calendar year After responding to questions from the Trustees, Mr. Hurley and Mr. Collins were thanked
for their presentation and excused from the meeting.

Thereafter, Mr. Patchett introduced Rob Lyon, President and Chief Investment Officer of Institutional Capital
("lCAP"), which manages a large-cap value portfolio on behalf of the Pension Fund. Mr. Lyon reviewed the presentation
k provided to the Trustees, including the firm's organizational history, investment team and client base. Thereafter, Mr.
n reviewed the Fund's account performance for the year and the account's change in asset value. Next, Mr. Lyon
reviewed the stock market and economic environment over the past year and provided the finn's investment outlook . After
responding to questions posed by the Trustees, Mr. Lyon was thanked for his presentation and excused from the meeting.

Monday, January 29

Mr. Patchett introduced Jim Green and HaJI Jones, representatives of AEW CapitaJ Management, the Fund's equity
real estate securities (REIT) investment manager. Mr. Green proceeded 10 present an overview of AEW and the products
and services offered by the firm . Thereafter, Mr. Green presented the firm's investment performance since being retained
by the Fund in July 2000. Thereafter, Mr. Jones described the firm's investment process for selecting REIT securities and
their positive outlook despite recent strong returns. After responding to specific questions posed by the Trustees, Mr.
Green and Mr. Jones were thanked for their presentation and excused from the meeting.

I Next, MI. Patchett introduced Ken Singer and JatineMehta, representatives of Wright Investors, the Fund's mid-cap
core equity investment manager. Mr. Singer presented a summary of the investment account's change in market value and
performance for the calendar year 2000 and Mr. Mehta noted that S&P 400 Index and Russell Mid Cap Index retums were
very different during the year due to the number of technology stocks that "graduated" from the S&P 400 Index without
the Index suffering the losses that many of the "graduated" stocks thereafter suffered and the volatility of the technology
sector. After responding to questions posed by the Trustees, Mr. Singer and Mr. Mehta were thanked for their presentation
and excused from the meeting.

Mr. Patchett informed the Trustees that If'S had completed the small cap growth investment manager search. as

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 previously requested by the Trustees. Mr. Patchett said IFS sent a request for proposal (RFP) to six firms and personally
interviewed four. Two of the firms, J&W Seligman and Invesco are currently managing accounts for the Fund as a result
e merger with Local 478. After evaluating all six firms. Mr . Patchett said lFS considered the investment products and
process proposed by J&W Seligman and Invesco to be the most attractive and both firms were requested to present their
qualifications to the Trustees. Mr. Patchett said representatives from Seligman were available to begin their presentation,
but the Invesco investment representatives could not get to Palm Springs due to bad weather in Denver. The Trustees
decided to proceed with the Seligman presentation and rescheduled the Invesco presentation for the next morning.

Thereafter, Mike Bertash and Rick Revkun, representat ives of Seligman, described the history and organizational
structure of the firm and its small-mid cap growth strategy . Mr . Bertash then reviewed the investment strategy's historical
performance. Mr. Revkun reviewed the firm 's investment philosophy and process, noting the process by which he and the
small-mid cap team select individual securities and construct portfolios. After responding to questions posed by the
Trustees, Mr. Bertash and Mr. Ruvkun were thanked for their presentation and excused from the meeting.

Next, Mr. Lilly and Mr. Patchett reviewed the preliminary Flash Performance Report for the Pension Fund through
December 31, 2000 contained in fFS' presentation book. Mr. Patchett indicated that Total Fund returns demonstrated
strong relative performance over the Policy Index for the calendar year 2000 . On a year basis, the Total Fund was up 3.1 %
compared to the Policy Index, which declined 1.9% for an overall 5% (500 basis point) out performance by the Pension Fund
over the Policy Index. Mr. Patchett said although the Fund beat its Policy Index by this 5% during a very volatile year, the
3.1 % return was lower than the Fund's actuarial rate of8%. Mr. Lilly indicated that, as IFS has said to the Trustees in the
past, annual returns for many years prior to 2000 were unusually high by historical measures and future returns would likely
eventually revert closer to a longer-term "mean" or average. Mr. Lilly pointed out that the Total Fund returned 9.2%,
12. I% and 1J, I% on an annualized basis over the three, four and five-year periods ended December 2000 which were very
ng returns for a Fund with between 40% and 50% in fixed income assets .

Mr. Patchett indicated that the Fund's broad equity Policy Index, the Wilshire 5000, had posted returns of ~10 .3%
and -10.9% for the quarter and one-year periods, whereas the Fund's overall equity portfolio declined 1.9% for the quarter
and was flat (0.0% return) for the year. Mr. Patchett said the Fund's large cap core managers, the Alliance Passive Index
account and Invesco, declined 9% and 8.6% respectively compared to the S&P 500 Index which declined 9.1%. Mr.
Patchett indicated that the large-cap growth style declined approximately 22% over the past year, while the Fund's large
cap growth managers, Wilshire and Putnam, declined by 17.3% and J 7. J % respectfully.

Mr Patchett then noted the mid and small-cap value segments of the equity market, and the Fund's managers in
those categories, posted strong returns for the year with Wright Investors returning 10.7%, Lazard 18.3% and Loomis
Sayles 24.6%. The Fund's small cap growth allocation with J&W Seligman posted a -3.8% return for the year, well ahead
of the -22.4 return of the Russell 2000 Growth Index. Mr. Lillysaid IFS continues 10 believe the disparity in equity segment
returns for the year reinforce the basic principle of equity manager style diversification.

Thereafter, Mr. Patchett reponed that the non-US equity markets were down slightly more than the Wilshire 5000
Index, with the EAFE Index down 2.7% for the quarter and down 14.2% for the year. By comparison, the Fund's non-Uf
equity allocation declined -6.0% and - 17.0% over the same periods. Mr. Patchett said that Baring Asset Management's
returns declined consistent with the EAFE Index while Sit/Kim's return of -10.7% for the quarter was below the index due
to a global decline in many technology-related stocks late in the year, some of which negatively impacted the Sit/Kim
portfolio.

On the lixed income side, Mr. Patchett reported thai the Fund's broad fixed income Policy Benchmark, the Lehman
ihers Aggregate Index, performed as the Fund hoped it would in periods of negative equity returns . The Aggregate

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 Index returned 4.2% and I J .6% for the quarter and one-year periods respectively, while the Fund's fixed income managers,
in total, returned 4.1% and 12.1% over the same periods. Mr. Patchett pointed out that PI1vfCO 's performance was good
r these periods and that Loomis Sayles, with its "Medium-Grade" strategy, which focuses on corporate bonds. had
unaerperfonned its benchmark over the quarter as corporate bond spreads widened.

Mr. Patchett noted that the Fund's non-US fixed income manager's return of.5,8% for the quarter and -2.0% for
the year was consistent with the return of4 .0% and -2.6% for the benchmark over those same periods.

Mr. Patchett then noted that the performance of the Fund's real estate securities allocation, returned 4..5% and
30.7% for the quarter and one-year periods consistent with the performance of the Wilshire Real Estate Securities Index,
once again demonstrating the importance of diversification.

After responding to questions regarding the Fund's performance, Mr. Lilly and Mr. Patchett directed the Trustees'
attention to a summary table that IFS prepared, as requested by the Trustees at the last meeting, showing the dollar value
change in each investment managers' account and for the TotaJ Fund over the 2000 calendar year. Mr. Patchett indicated
that for each account, the table listed the market value at January I, 2000, the net account inflows and outflows for the year
which were largely attributable to benefit payments and account asset transfers, income received, investment gains and
losses and finally the market value at December 31, 2000. The Trustees indicated they found the information in the tables
to be useful and asked rFS to continue providing this information in future reports .

Thereafter, Mr. Patchett reviewed the Fund's overall asset allocation at December 3 1,2000, which was 60% stocks
(including equity REITs) and 40% bonds comparing favorably to the Fund's investment policy of 60% stocks and 40%
bonds. Mr. Patchett also provided a review of the capital markets for the calendar year 2000. Next, Mr. Patchett discussed
E 'equity structure review for the Fund, as requested by the Trustees at the last meeting. Mr. Patchett said the current
lure provides generally broad coverage across the equity styles. Mr. Patchett said fFS analysis indicated that
approximately $36 million. representing the equity assets currently managed by former Local 478 investment managers,
could be moved into the small to mid-cap growth arena in order to better maintain equity style weights consistent with the
Fund's equity Policy Index, the Wilshire 5000.

Mr. Lilly and Mr. Patchett also discussed in general IFS' view of the appropriate allocation to mid cap and small
cap stocks for the Fund given the current and average weight of those capitalization ranges in the Wilshire 5000 Policy
Index. Upon further discussion of this matter, Mr. Lilly and Mr. Patchett said IPS would suggest whether an amount in
addition to the $36 million from consolidating the former LocaJ 478 investment manager assets could be added to existing
mid and/or small cap managers given the overall equity investment structure. Mr. Lillysaid lFS would report on this matter
the next day after further analysis by IFS.

Thereafter , Mr. Patchett informed the Trustees that lFS recently met with representatives of Wilshire Asset
Management, which manages a passive large cap growth account on behalf of the Fund. Wilshire informed rFS that it was
discontinuing offering the passive large cap growth product in a commingled fund format and that other of the firms' clients
had opted to transfer their passive investment mandates to enhanced index or more active strategies at Wilshire. Mr.
Patchett said the actively managed strategies offered by Wilshire had a relatively short performance record but had
demonstrated good performance. Mr. Patchett also said IFS was somewhat cautious about funding relatively new products
at Wi lshire gi ven the Fund's past experience where Wilshi re has later closed various products after their introduction . Based
on the forgoing, IFS recommended the Trustees direct fFS to perform a large cap growth equity investment manager search
and evaluate the Wilshire products relative to other actively managed alternatives. The Trustees requested LFS 10 conduct
earch and to present finalists for the Trustees to consider at the next meeting.

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 Next, Mr . Lilly and Mr. Patchett informed the Trustees that IFS was recently notified that a senior member of
Lazard' s US equity team, Eileen Alexanderson, had left the firm, Lazard currently manages two small cap value portfolios
ehalf of the Fund. Mr. Lilly said while Ms. Alexanderson's responsibilities in the small cap product appear to have
diminished in recent years, IFS was still in the "due-diligence" phase of evaluating the significance of her departure , Mr.
Lilly said lFS would report on this matter at the next meeting.

Tuesday, January 30

Mr Lilly introduced Rocky Wilkinson, Managing Director of Invesco 's Taft-Hartley marketing and client service
group who in tum introduced Craig Juran, Product Manager and Cameron Cooke, Assistant Portfolio ManagerofInvesco's
small cap growth team. Mr. Wilkinson reviewed the organizational structure of the firm and Mr. luran described the
lnvesco portfolio management teams in the firm's Denver office where the small cap growth team is based. Next, Mr.
Cooke reviewed the team's investment philosophy and process. Finally, Mr. Wilkinson reviewed the historical product
performance. After responding to questions posed by the Trustees, Mr. Wilkinson, ML Juran and Mr. Cooke were thanked
for their presentation and excused from the meeting.

Thereafter, the Trustees and [fS discussed the presentations by Invesco and Seligman and determined. with lFS'
concurrence, that Seligman should be retained by the Fund for its small-mid cap growth equity product. In response to the
Trustees ' question the prior day, Mr. Lilly said IFS' analysis suggested a total of$50 million, including the $]6 million from
the former Local 478 managers, could be contributed to the Fund's small or mid cap managers. Upon further discussion,
the Trustees decided to fund the new Seligman account with $]0 million and to increase the allocation to Wright Investors
by $20 million , The source of funding for these allocations was determined to be the former Local 478 manager accounts
and ICAP, the Fund's largest equity manager. The Trustees directed IrS to coordinate all of the functions necessary to
f,,,, ili tate Seligman's retention and to fund the two accounts ,

Next. Mr. Lilly introduced Bill Driscoll, Joe Holmes, Chris Woessner and Bob McManama of Loornis Sayles, to
discuss the fixed income investment account Loomis manages for the Fund. Mr. Holmes provided the Trustees with an
overview or the firm and Mr. Driscoll described the investment team and process, which focuses on medium-grade
corporate bonds, and the Fund's performance Mr. Driscoll indicated the second halfof2000 was a very difficult year for
corporate bonds. as yield spreads widened and liquidity declined. He indicated, however, that the outlook for the medium
grade portion of the bond market was positive . After responding to questions posed by the Trustees, the Loomis Sayles
representatives were thanked for their presentation and excused from the meeting.

Thereafter, Mr. Patchett introduced Chris Sullivan and Christine Tellish, representatives ofPIMCO, a fixed income
investment manager for the Pension Fund and Health Fund. Mr. Sullivan reviewed the performance of the accounts and
Ms. Tellish reviewed the market environment over the past year during which time PrMCO's performance was relatively
strong. After responding to questions posed by the Trustees, Mr Sullivan and Ms. Tellish were thanked for their
presentation and excused from the meeting.

Wednesday, January 31

Mr. Lilly introduced Dan Kelly and Bill Elcock of Batterymarch Financial Management, a small cap core equity
manager for I he Health Fund. Mr. Kelly provided the Trustees with an overview of the Finn and its personnel and Mr.
Elcock reviewed the account performance since the firm began managing assets on behalf of the Fund in lune 2000.
Thereafter, Mr. Elcock reviewed the firm's investment process used in selecting stocks and building investment portfolios.
r responding 10 questions posed by the Trustees, Mr. Kelly and Mr. Elcock were thanked for their presentation and
C .\ sed from the meeting .

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 Next, Mr. Patchett reviewed the preliminary Health Fund Flash Report for the period ended December 31,2000,
noting the Fund returned -1.8% and +5.0% over the three-month and one year periods, respectively. compared to returns
.0% and +0.5% for the Fund's Policy Index. On the equity side, Mr. Patchett noted that Fund's two equity managers
combined returned -7.7% and -1. 8% for the quarter and one year periods compared to returns of -10.3% and -10,9% for
the Fund's Wilshire 5000 Policy Index. Mr. Lilly noted that Camden asset Management's returns were generally consistent
with the benchmark S&P 500 Index while Batterymarch's returns compared favorably to the benchmark Russell 2000 Index.

Thereafter, Mr. Patchett reported that the Health Fund's two fixed income managers combined returned +4.6% and
+ 12.4% over the past three-month and one year periods versus a return of +4.4% and + I 1.8% for the Lehman
Government/Credit Index Mr. Patchett noted that Credit Suisse Asset Management returned + I 0.6% for the year,
underperforrning its benchmark by 1.2% due to some poor corporate bond selections, while PIMeO performed well.

AGENDA ITEM 1L

REPORT BY DfRECTOR OF OPERATIONS

Mr. Bush provided an update on the numerous additions to the Health Fund and various stages of the following
Pension Fund mergers:

A. P&C Foods
B. Utica School District (Health and Hospital)
C. Local 264 Bakery Fund
D. Local 264 Brewery Fund

Also, Mr. Bush reponed on meetings with Local 791 and the Genesee Brewing Co., Callanaan Industries, the
merger of the Central New York Health and Hospital Fund, and the various Funds at Local 398.

Mr. Bush reported on the assistance by Field Representative Tom Goodwin to various Locals and the complimentary
letters from the Locals on Mr. Goodwin's help.

The Local Union Officers and Agents workshop was held and generated renewed interest in the Pension and Health
Funds. Meetings have been scheduled with several Local Unions to assist and expand growth in their areas.

AGENDA ITEM 12

TOPICS FOR DISCUSSION AND REVlEW BY TRUSTEES

Mr. Menter raised a Pension Fund issue regarding disabled pensioners. He reported that a disability pensioner is
currently prohibited from any employment under Pension Plan rules. However, the Social Security Administration allows
an employee to earn a Ii mi ted amount of income and still receive his/her disabili ty benefit. Since one of the Pension Plan
requirements for a disability retirement benefit is to be in receipt of a Social Security disability award, Mr. Menter asked
whether the Pension Fund might allow a disabled pensioner to continue to receive his/her pension benefit if he/she is
working but still qualifies for a Social Security benefit. After discussion, the matter was tabled for further review.

Messrs. Menter and Paravati, Jr. reviewed a request from WJW Logistic Services, Inc., dated January 9, 200 I. The
ipany has requested that it be allowed to take advantage of the Pension Fund's "Free Look" exemption. Mr. Paravati.
. reported that the Pension Fund adopted a four-year "Free Look" exemption pursuant to MPP A, effective January I,

9
 1999. However , WJW Logistic Service, Inc. had entered the Fund prior to said effective date. At the August, 1999
Pension Fund Board meeting, the company's first request for the "Free Look" exemption was denied. The current request
JW provides no new information. It merely restates the same facts and circumstances the Board reviewed in issuing
1 s prior denial. Therefore, after discussion, upon motion made and seconded, the Trustees unanimously denied the
company's request.

AGENDA ITEM 13

PARTICfPATION APPEALS-PENSION

The Trustees reviewed the following claims:

a. Jerry Butler: The Trustees reviewed the claimant 's request that his reciprocal pension benefits be
recalculated. After discussion, upon motion made and seconded, the Trustees unanimously denied the claimant's request
in that his reciprocal benefit had been determined in accordance with the New York State Plan rules. Therefore, no
adjustment in his benefit is justified. Trustee Little recused himself on this matter.
b. James Harris: The Trustees reviewed the claimant's request that his reciprocal pension benefit be
recalculated. After discussion, upon motion made and seconded, the Trustees unanimously denied the claimant' 5 request
in that his reciprocal benefit had been determined in accordance with the New York State Plan rules. Therefore, no
adjustment in his benefit is justified. Trustee Simoes recused himself on this matter.
c. William Rogers: Messrs. Menter and Paravati, Jr. reported on claimant's appeal of the Pension Fund's denial
Mr. Paravati, Jr. reported in detail on the history of Mr. Rogers's participation, or lack of participation . He also reviewed
the Rogers pension application and the subsequent letters from his legal counsel, Edgar Pauk. After said report and
(l V ensive discussion, upon motion made and seconded, the Trustees unanimously denied claimant's appeal.

d. Richard Barnes : The Trustees reviewed claimant's request for retroactive pension benefits. Specifically,
claimant applied for early retirement in 1993 and was denied by the Pension Fund citing a break-in-service. However, said
decision was incorrect since claimant's non-bargaining participation would have avoided the break-in-service. Therefore,
after discussion, upon motion made and seconded, the Trustees unanimously approved claimant's appeal.
e. Richard Gembalski: The Trustees reviewed the claimant's request under the Fund's' re-employment rules.
After discussion, upon motion made and seconded, the Trustees unanimously denied claimant's request.

AGENDA iTEM 14

PARTIClPANT APPEALS-HEALTH

The Trustees reviewed the following claim:

William Rapp: The Trustees reviewed the claimant's request that the Health Fund provide coverage for the purchase
of hair pieces for his wife who has lost her hair due to chemotherapy treatments for a brain tumor , Mrs. Rapp had
purchased a wig which was covered by the Fund. However, the claimant's wife was not satisfied with the wig and now
requests coverage for hair pieces for which there is no coverage . After discussion, upon motion made and seconded, the
Trustees unanimously denied the claimant's request in accordance with the Plan.

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 ENDA ITEM 16

ADJOURNMENT

There being no further business. the meetings of January 28th through January 3 151 were adjourned.

THIS IS TO CERTIFY that the above minutes were duly approved at the meeting of the Board of Trustees held
on the day of March. 2000.

D AT ED :. F =-~:"-':::::.!.-""=:---'-f..L-_=---

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