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NEW YORK STATE. TEAMSTERS CONFERENCE

PENSION AND RETIREMENT FUND

. - M.inutes .o.f .- me e t i n g . held. on. December 1, .1997 .i n _Syr.ac.use J .N.ew. .York".

In attendance were Trustees:

Eugene Briggs Anthony R. Simoes

Howard Bennett J. Dawson cunningham
Frank p.osato

Also in attendance were:

A. Robert Scotti Executive Administrator

Donald Fischer Fund Coordinator
Paul Bush Fund Director of Operations
Peter P. Paravati, Jr. Paravati, Karl, Green & DeBella
Thomas wotring Morgan, Lewis & Bockius
Ira Mitzner Dickstein, Shapiro, Morin & Oshinsky
Ken Friedman Sedgwick Noble Lowndes
Peter Carre Peter Carre & Associates
Edward Patchett Independent Fiduciary Services, Inc.
Frank Lilly Independent Fiduciary Services, Inc.

AGENDA ITEH A

The meeting, held in conjunction with the Health Fund Board meeting, was
called to order at 9:00 A.M. Trustee Cunningham served as meeting chairman.

AGENDA ITEU B

After discussion, upon motion made and seconded, the Trustees unanimously
accepted the minutes of the Board meeting of November 3, 1997.

After discussion, upon motion made and seconded, the Trustees unanimously
a'greed to amend the Board minutes of August 18, 1997 as follows:

Agenda Item E, SUbparagraph 3, Line 5 is corrected so that the words "travel

a llowance ll are replaced by the words f1living allowance. II

AGENDA ITEM C

APPEARANCES:

None.

1 GOVERNMENT
EXHIBIT

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 , ~ ND A ITEM D

REPORT BY EXECUTIVE ADMINISTRATOR:

After discussion, upon motion made and seconded, the Trustees unanimously
approved the Executive Administrator's report included in the meeting Agenda. A
copy of said Agenda is on file at the Fund office.

AGENDA ITEM E

TRUSTEES' REVIEW ITEMS:

The Trustees discussed various 1998 meeting dates.

In Executive session, the Trustees discussed Christmas bonuses for the Fund
sta ff . After said discussion, upon motion made and seconded, the Trustees
unanimously approved bonuses as delineated in Schedule A to these minutes which
is on file at the Fund office.

In Executive Session, after discussion, the Trustees directed Mr. Wotring to

work with Executive Administrator Scotti to finalize Mr. scotti t e employment
contract for a two-year period.

The retention of Fund computer personnel was discussed. It was agreed the
Fund must be flexible and pay competitive salaries to obtain and retain qualified
,. rsonnel.
After discussion, upon motion made and seconded, the Trustees unanimously
approved a supplemental pension check to certain pensioners Who retired prior to
1990 or their beneficiaries.

AGENDA ITEM F

REPORT BY A. ROBERT SCOTTI:

Mr. scotti reported on the status of the upcoming newsletter and the summary
annual report.

Mr. Scotti reported on the proposed Christmas luncheon for the Fund employees
to be scheduled sometime prior to Christmas.

Mr. Scotti advised the Trustees that he had received a letter, dated November
25, 1997, from Terence Majka. After discussion, the Trustees directed Mr. Scotti
to confer with Fund counsel for an appropriate response.

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 ,~ . NDA ITEM G

REPORT BY SEDGWICK NOBLE LOWNDES:

Mr. Friedman reviewed a written report entitled "Participants Affected by

section 415 Limit.'1 Afterwards, an extensive discussion on the matter ensued.
For additional information on the matter, see Agenda Item K, herein.

AGENDA ITEM H

REPORT BY PETER CARRE:

Mr. Carre reintroduced Frank Li lly, President of Independent Fiduciary

Services, Inc. and introduced Ed Patchett, Senior Financial Advisor, who will be
handling the Fund's investment monitoring. Frank Lilly explained how he and the
IFS team have been working to fully understand all the history and details of the
Fund's investments as well as the current items on the docket . IFS will continue
to review the Fund's investment policy statement, asset allocation, manager line-
up, and individual manager investment guidelines and will present its
recommendations. Messrs. Carre and Li lly reviewed the issues concerning the
ba lanced managers "inher i ted II from the 294 Fund as part of the merger. It was
recommended that the Fund no longer use balanced managers _ After a thorough
discussion and review, upon motion duly made and seconded, the Trustees
unanimously resolved to (1) terminate MD Sass as a manager immediately and have
the assets liquidated transferred to Wright Investor's Finest Fifty portfolio; (2)
v e Wright Investors convert their portfolio to their Finest Fifty Portfolio
. , ~ m p t l y , and invest the proceeds from the same portfolio in the Finest Fifty as
well; and (3) have Oppenheimer Capital convert their portfolio to all equity.
These changes are to be implemented before the end of the year.

Ed Patchett presented a report to the Trustees concerning possible selections

for small cap managers. The Trustees considered all of the options available, and
instructed IFS to notify ICC that on or about March 1, 1998, they will need to
transfer approximately $100 million dollars from their portfolio back to the Fund
in order to set up two portfolios for small cap managers. IFS will negotiate with
Schroder Capital, Loomis Sayles and Dalton Greiner to get their best fee quotes,
and will assemble all necessary information for the Trustees at the February
meeting in order to make selections for two small cap portfolio managers.

The Trustees completed their questions about the third quarter report. Frank
Lilly presented ideas on how IFS will continue to handle the investment
monitoring. Finally, the Trustees directed IFS to work with Ken Stilwell to come
up with a formula for cash withdrawals frOID the investment managers for the 1st
quarter of 1998 to take money from each of the managers, with the exception of
Wright and Oppenheimer, in proportion to their percent of Fund assets in order to
meet benefits payments.

The Trustees will consider a schedule for the remainder of 1998 at the next
meeting.

Mr. Carre reported on the status of the IBT Reciprocal Agreement. Because
,~ ~ Fund is disadvantaged by the Reciprocal Agreement currently in effect, Mr.

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 or e recommended that the Trustees sign the Reciprocal Agreement and attach the
nd i t i o ns that they previously imposed so that the Fund can apply for IRS
qualification. Messrs. Carre and wotring will coordinate the filing for IRS
approval of all Plan document amendments, including participation in the
Reciprocal.

AGENDA ITEM I

REPORT BY PETER P. PARAVATI, JR.:

Messrs. Fischer and Paravati reviewed Mr. Fischer's written memorandum dated
December 1, 1997 concerning an overpayment made to Mr. Matie's children. After
said report and discussion, upon motion made and seconded, the Trustees
unanimously authorized Fund counsel to initiate litigation, if necessary, to
recover said overpayment.

Mr. Paravati, Jr. reported to the Trustees on a proposed settlement in the

John G. Turner employer withdrawal liability arbitration. After said report and
discussion, Mr. Paravati, Jr. recommended the Fund settle the matter for no less
than 80%. Upon motion made and seconded, the Trustees unanimously authorized said
settlement.

Mr. Paravati, Jr. reported to the Trustees on his preliminary review of

numerous and diverse Health and Pension collection matters. After discussion, Mr.
Paravati, Jr. was directed to complete his review.

B JNnA ITEM J

REPORT BY THOMAS WOTRING:

Mr. wotring reported on the status of the collective bargaining negotiations

wi thLocal 182, the status of the Funds' non-bargaining employees Chr istmas
bonuses and numerous UPS audit issues.

AGENDA ITEM K
REPORT BY DICKSTEIN SHAPIRO MORIN & OSHINSKY:

415 Issue: The Fund actuary provided the Trustees with data concerning the
forty-four individuals who may have received pension benefits in excess of the
limits contained in section 415 of the Internal Revenue Code. The Trustees
stUdied and discussed this data in order to reach a legal solution that would have
the least adverse impact on the benef iciar Le s , The Trustees reaffirmed their
previous action authorizing the affected individuals to fully utilize joint and
survivor and similar options necessary to ameliorate any reductions required by
section 415. As to the recoupment of monies paid in excess of section 415, the
Trustees authorized three options:

I. Lump sum pay back.

2. Recoupment using the guidelines set forth in Pension Benefit Guarantee

corporation regUlations, section 4022.81-4022.82.

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 3. A five-year or more pay back period, subject to a minimum balance owed,
to be set by the Fund p~ofessionals.

The Trustees authorized the fund to set minimum amounts owed for the
utilization of options 2 and J.

After discussion, upon motion made and seconded, the Trustees unanimously
directed that the aforesaid plan be in place by February 1, 1998.

utica Building: A letter was distributed to the Trustees from the broker
indicating that substantial efforts had been made to sell the Utica building, but
no buyer had been found. A number of entities had shown interest in receiving the
building for charitable/community purposes but only the Utica School District was
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sti 11 interested at the time of the meeting. The Trustees agreed that the
building should be given to a worthy donee as soon as possible in order to
eliminate the Fund's costs.

1\GEND1\ ITEM L

APPEALS:

NONE.

AGENDA ITEM M

The next regular meeting of the Board of Trustees shall be held on February
1998.

Jl.DJOURNMENT:

Prior to adjournment, the Trustees took the opportunity to bid farewell to

retiring Trustee Eugene Briggs and to wish him good luck on his retirement. The
Co-Chairmen heartily thanked him for a job well done during his tenure on the
Board.

Upon motion made and seconded, the Trustees unanimously agreed to adjourn the
meeting at 2:30 P.M.

THIS IS TO CERTIFY that the above minutes were duly approved at the meeting
of the Board of Trustees held on the 2nd day of February, 1998.

DATED:
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DATED: - - .,L----,f.--<--.:;...- - - - - - -
MP OYER TRUSTEE