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Form.

99\1

Return of Organization Exempt From Income Tax

Under section 501 (c), 527, or 4947(a)(l) ofthe Internal Revenue Code (except black lung benefit trust or private foundation)

~ The organization may have to use a copy of this return to satisfy slate reporting requirements,

2007

OMS No 1545-0047

Departrrfent of the Treasury Internal Revenue Service

Open to Public Inspection

A For the 2007 calendar year or tax year beginning

and ending

~ Check I! Please C Name of orparuzanon D Employer identification number
= appucabre
~ use IRS
~AddreSS label or UNION SECURITY TRUST FUND 13-5553175
change print or
qc=O~a:~e type Number and street (or P.O. box If rnait is nol delivered to street address) I Room/suite E Telephone number
See
t;l::Jlnltlal Specific 395 HUDSON STREET 8TH FLOOR 212-366-7840
return
axlTermln- Instruc- City or town, state or country, and ZIP + 4 F Accounbng melhod 0 CasIl [XJ Accrual
anon trona
~~Amended NEW YORK NY 10014 Og;,h:,fv)~
return
W C![J~~,\'~:;,a~,on • Section 501(c)(3) organizations and 4947(a)(I) nonexempt charitable trusts H and I are not applicable to section 527 organizations
15 =-= must attach a completed Schedule A (Form 990 or 99O-EZ). H(a) Is trus a group return for affiliates? OYes [XJNo
~ I Website: ~N / A H(b) If "Yes; enter number of affillates~ NLA
. _ &Organization type Icheck onlyone)~ [XJ 501(c)( 9 ) .. (insert no) 0 4947(a)(I) or 0 527 H(c) Are all affiliates Included? N/A OYes ONo
i ~ 'Check here ~ 0 If the orpanzanon IS not a 509(a)(3) supporting organization and ItS gross (If 'No; attach a list)
H(d) Is trns a separate return filed by an or- 0
receipts are normally not more than $25,000. A return IS nol required, but If the orqamzatron ganlzatlon covered by a group ruling? Yes [XJNo
chooses 10 file a return, be sure to file a complete return. I Group Exemption Number ~ N/A
M Check ~ [XJ If Ihe organization IS not rsquued to attach
L Gross receipts: Add lines 6b, 8b, 9b, and lOb to line 12 ~ 13 260 287. Sch. 8 (Form 990, 990-EZ, or 990-PF).
Part II Revenue, Expenses, and Changes in Net Assets or Fund Balances
1 Contnbutrons, giftS, grants, and Similar amounts received:
a Contnbutrons to donor advisee funds la
b Direct public support (not mcluded on line la) lb
c Indirect public support (not included on line 1a) lc
d Government contnbunons (grants) (not included on hne la) ld
e Total (add lines la through ld) (cash $ noncash $ ) Ie o.
2 Program service revenue Includmg government fees and contracts (from Part VII, lme 93) 2 3 752 515.
3 Me ,. lJ.fl~:iI1n(J.as~WJts : 3 o.

4 Int esi~ ~,=afit& orlil c~~ vestments 4 9 421-
5 DIV den sand mterest from secunne til I 6a I 5 441 967.
6 a Gr ~I ntDCT 1 5 zona ; 0
b Le ~e tal expenses J ~ 6b
~ .
Q) c Ne renta~~~Nl' srlrl line pb from nne 6a 6c
::l 7 Otr~r mves ,nni~·tlles I e ~ ) 7 o.
c
Q)
> 8 a Gross amount from sales of assets other IA) Secunues (8) Other
Q)
ex: than mventory 9 056 384. 8a
b Less: cost or other baSIS and sales expenses 7,955 644. 8b
c Gain or (loss) (attach schedule) 1 100 740. 8c
d Net gain or (loss). Cornbme line 8c, columns (A) and (8) STMT 1 8d 1 100 740.
9 Special events and acnvmes (attach schedule). If any amount IS from gaming, check here t 0
a Gross revenue Inot ,",Iudlng S of contnautonsreporten on line Ib) 1 9a
b Less: direct expenses other than tundraismq expenses 9b
c Net mcorne or (loss) from spectal events. Subtract line 9b from line 9a 110a I 9c
10 a Gross sales of Inventory, less returns and allowances
b Less: cost of goods sold lOb
c Gross profit or (loss) from sales of Inventory (attach schedule). Subtractlme 100 from nne lOa 10c o.
l-- 11 Other revenue (from Part VII, Ime 103) 11 o.
U 12 Total revenue Add unes te 2 3 4 5 6c 7 8d 9c 10c and 11 12 5 304 643.
L..J 13 Program services (from line 44, column (8)) 13 o.
CII o.
w cP 14 Managemenl and general (from line 44, column (C)) 14
CII
Z c 15 Fundrarsmq (from line 44, column (D)) 15 o .
cP
~ C.
)( 16 Payments 10 affiliates (attach schedule) 16 o.
w
0 17 Total expenses. Add lines 16 and 44 column (A) 17 4 142 488.
(/) 18 Excess or (dencn) for the year. Subtract line 17 from line 12 18 1 162 155.
CII Net assets or fund balances at begmnmg of year (from line 73, column (A» 12 517 702.
-;G> 19 19
zlll 20 Other changes 10 net assets or fund balances (attach explanation) SEE STATEMENT 2 20 <13 679 857.
c(
21 Net assets or fund balances at end of year. Cornbme lines 18, 19, and 20 21 o.
723001 12·27-07 LHA For Pnvacy Act and Paperwork Reduction Act Notice, see the separate mstruenene.

1

>

Q

Form 990 (~) Y

1

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UNION SECURITY TRUST FUND

13-5553175

Pa e 2

All orcanzanons must complete column (A). Columns (8), (C), and (D) are required for sectron 501(c)(3) and (4) orparnzanons and section 4947(a)( 1) nonexempt charitable trusts but optional for others.

Do'not mclude amounts reported on Ime (A) Total (8) Program (e) Management (0) Fundraismq
6b, 8b, 9b, lOb, or 16 of Part I services and general
22a Grants paid from donor advised funds
(attach schedule)
(cash $ o • noncash $ O.
If tI''IIS amount Includes foreign grants, check here ~D 22a O.
22b Other grants and allocations (attach schedule
(cash $ o . noncash s O.
If this amount Includes foreign grants, check here ..... D 22b O.
23 Specific assistance to Individuals (attach
schedule) 23 O.
24 Benefits paid to or for members (attach
schedule) STATEMENT 3 24 3,435 276.
25a Compensation of current otncers, directors, key
employees, etc. listed 10 Part V·A 25a 84 180.
b Compensation of former otncers, directors, key
employees, etc. listed 10 Part V·8 25b O.
c Compensation and other distributions, not mcluded
above, to disqualified persons (as defined under
section 4958(1)( 1)) and persons described 10
section 4958(c)(3)(8) 25c O.
26 Salaries and wages of employees not
Included on lines 25a, b, and c 26 58 081.
27 Pension plan contributions not Included on
lines 25a, b, and c 27 37,141.
28 Employee benefits not Included on lines
25a - 27 28 28 589.
29 Payroll taxes 29 76,725.
30 Professional fund raising fees 30 O.
31 Accounting fees 31 17,500.
32 Legal fees 32 123 715.
33 Supplies 33 5 633.
34 Telephone 34 2,725.
35 Postage and shipping 35 3 535.
36 Occupancy 36 21, 041.
37 EqUipment rental and maintenance 37 O.
38 Printing and publications 38 O.
39 Travel 39 O.
40 Conferences, conventions, and meetings 40 12 157.
41 Interest 41 O.
42 Depreciauon, depletion, etc. (attach schedule) 42 42 153.
43 Other expenses not covered above (Itemize):
a INVESTMENT ADVISORY 43a
bSERVICES 43b 65,966.
cCONSULTANTS - ACTUARY 43c 83 284.
dCONSULTANTS - COMPUTER 43d 21, 091.
eINSURANCE 43e 23 696.
f 431
9 43a
44 Total functional expenses. Add lines 22a through
43g. (Organizations complellng columns (8)-(0),
carry these totals to lmes 13-15) 44 4 142,488. Joint Costs. Check ~ D If you are followmq SOP 98-2.

Are any joint costs from a cornbmed educational campaign and fundralsmg sohcrtanon reported 10 (8) Program services? ~ DYes [XJ No

If "Yes; enter (i) the aggregate amount of these JOint costs $ N fA ; (ii) the amount allocated to Program services $ __ --!:N~f~A"__ __

(iii) the amount allocated to Management and general $ N fA ; and (iv) the amount allocated to FundralslOg $ N fA

W~i-17 Form 990 (2007)

2

13-5553175

Pa e3

Form 9~0 IS ava'iable for public Inspection and, for some people, serves as the pnmary or sole source of Information about a particular organization. How the public perceives an organization In such cases may be determined by the information presented on rts return. Therefore, please make sure the return IS complete and accurate and fully descnbes, In Part III, the organization's programs and accomplishments

What is the organization's primary exempt purpose? ~ Program Service
PROVISION OF HEALTH SERVICES TO MEMBERS. Expenses
(ReqUired for 501(c)(3)
All organizations must descnbe their exempt purpose achievements In a clear and concise manner. State the number of and (4) orgs., and
clients served, publications Issued, etc. DISCUSS achievements that are not measurable. (Section 501 (c)(3) and (4) 4947(a)( 1) trusts; but
organizations and 4947(a)(l} nonexempt charitable trusts must also enter the amount of grants and allocations to others) optional for others.)
a PROVISION OF HEALTH SERVICES TO MEMEBERS.





(Grants and allocations $ ) If thrs amount Includes foreign grants check here ~ D
b





(Grants and allocations $ ) If this amount Includes foreign grants check here ~ D
C





(Grants and allocations $ ) If trus amount Includes foreign grants check here ~ [ ]
d





(Grants and allocations $ ) If thrs amount Includes foreign grants check here ~ D
e Other program services (attach schedule)
(Grants and allocations $ ) If thrs amount Includes foreign grants check here ~ D f Total of Program Service Expenses (should egual line 44, column (B), Program services)

Form 990 (2007)

723021 12·27-07

3

Form 990 (2007) UNION SECURITY TRUST FUND 13-5553175 Page 4
I Part IV I B~lance Sheets (See the instructions)
Note: 'Where ret!lUlred, attached schedules and amounts wntun the aescnpuon column (AI (8)
should be for end-of-year amounts only. Beglnmng of year End of year
45 Cash· non-mterest-bsannq 113 123. 45 O.
46 Savings and temporary cash Investments 632,358. 46 O.

47 a Accounts receivable 47a
b Less. allowance for doubtful accounts 47b 497,331. 47c O.
4B a Pledges receivable 48a
b Less allowance for doubtful accounts 4Bb O. 48c O.
49 Grants receivable O. 49 O.
50 a Receivables from current and former officers, directors, trustees, and
key employees O. 50a O.
b Receivables from other disqualified persons (as defined under section
.l!l 4958(1)(1)) and persons descnbed In section 49i8(C)(3rB) O. 50b O.
II> 51 a Other notes and loans receivable 51 a
VI
VI
« b Less: allowance for doubtful accou nts 51b O. 51c O.
52 Inventones for sale or use O. 52 O.
53 Prepaid expenses and deferred charges 13,999. 53 O.
54 a Investments - pubhcly-traded secunties ~ DCost DFMV 10 141 134. 54a
b Investments - other secunties ~ DCost DFMV 2 178,265. 54b
55 a Investments - land, buildings, and
equipment: basis 55a
b Less accumulated depreciation 55b O. 55e O.
56 Investments - other I 57a I O. 56 O.
57 a Land, buildings, and equipment basis 122 278.
b Less accumulated depreclatlonSTMT 4 57b 122 278. 42 153. 57c O.
58 Other assets, including program-related Investments
(descnbe ~ SEE STATEMENT 5 ) 299 787. 58 O.
59 Total assets (must equal line 74) Add hnes 45 throuqh 58 13 918 150. 59 O.
60 Accounts payable and accrued expenses 65 903. 60 O.
61 Grants payable O. 61 O.
62 Deferred revenue O. 62 O.
VI O. O.
~ 63 Loans from officers, directors, trustees, and key employees 63
:B 64 a Tax-exempt bond liabilities O. 64a O.
ca b Mortgages and other notes payable O. 64b O.
.::i
65 Other liabilities (descnne ~ HEALTH CLAIMS PAYABLE ) 1 334 545. 65 O.
66 Total liabilities. Add lines 60 throuch 65 1 400 448. 66 O.
Organizations that follow SFAS 117, check here ~ [XJ and complete lines
VI 67 through 69 and hnes 73 and 74
II> 67 Unrestricted 12 517 702. 67 O.
o
I: 68 Temporarily restricted O. 68 O.
ca
iU 69 Permanently restncted O. O.
III 69
'0 ~ Dand
c:: Organizations that do not follow SFAS 117, check here
:J
u.. complete hnes 70 through 74 .
...
0 70 Capital stock, trust pnnctpal, or current funds 70
VI
Q) 71 Pard- In or capital surplus, or land, buildmq, and equipment fund 71
VI
VI
« 72 Retained earnings, endowment, accumulated income, or other funds 72
Q) 73 Total net assets or fund balances. Add lines 67 through 69 or lines 70 through 72.
z
(Column (A) must equal line 19 and column (B) must equal line 21) 12,S17 702. 73 O.
74 Total liabilities and net assets/fund balances. Add lines 66 and 73 13 918 150. 74 O. Form 990 (2007)

723031 12-27-07

4

Form 990 2007 UNION SECURITY TRUST FUND 13-5553175 Pa e5

L-_-:--_--1. Reconciliation of Revenue per Audited Financial Statements With Revenue per Return (See the mstrucuons )

a Total revenue, gains, and other support per audited financial statements a 5 242 791.
b Amounts Included on line a but not on Part I, line 12
1 Net unrealized gains on Investments b1 4 114.
2 Donated services and use of tacnmes b2
3 Recovenes of pnor year grants b3
4 Other (specify). INVESTMENT EXPENSES b4 <65 966. I>
Add lines b 1 through b4 b <61 B52.
c Subtract line b from line a c 5 304 643.
d Amounts Included on Part I, line 12, but not on line a: I d11
1 Investment expenses not Included on Part I, line 6b
2 Other (specify): d2
Add lines d 1 and d2 d o.
e Total revenue (Part I line 12) Add lines c and d ~ e 5~304,643.
I Part IV-B I Reconciliation of Expenses per Audited Financial Statements With Expenses per Return
a Total expenses and losses per audited financial statements a 4 076 522.
b Amounts Included on line a but not on Part I, line 17
1 Donated services and use of facilrnes b1
2 Pnor year adjustments reported on Part I, line 20 b2
3 Losses reported on Part I, line 20 b3
4 Other (specify) b4
Add lines b1 through b4 b o.
C Subtract line b from line a c 4 076 522.
d Amounts Included on Part I, line 17, but not on line a: I d11
1 Investment expenses not Included on Part I. line 6b 65 966.
2 Other (specify) d2
Add lines d1 and d2 d 65,966.
e Total expenses {Part I line 171. Add lines c and d ~ e 4 142 4BB.
I Part V-A I Current Officers, Directors, Trustees, and Key Employees (List each person who was an officer, director. trustee, >

or key employee at any time dunng the year even If they were not compensated) (See the mstructtcns )

(A) Name and address (8) Title and average hours (G) Compensation (D~Contribubons to (E) Expense
per week devoted to (II not pai1' enter e ployee benefit account and
plans &. deferred
position -0- compensation plans other allowances
~G.~I~A 1'I9~,!,~~Y~ __________________ PFFICE MGR/TR PSTEE (Pl! ST)
~QlQ. _M_IP'p~~,!,Q~ _R_O.Nl _______________
BRONX NY 10461 35.00 84,180. o. o.
~Q~~~~~~g~----------------------- ~MINISTRATOR (PAST)
~QlO __ M_I'p'p~~,!,Q~ _R.9.Nl _______________
BRONX NY 10461 35.00 O. O. o.
tr~;1iI!E_R_T_~..! _~!'G.~~IP _________________ ~RUSTEE (PAST)
~7~_~~L~~_~Y~~~ _________________
MILBURN NJ 07041 10.00 O. O. O.
~~T~~~~9~QQ~~ ___________________ ~RUSTEE
~~~_~UP~9~_Q'!'1i~~~ _________________
NEW YORK NY 10014 2.00 O. O. O.
~~~~~p~~!~----------------------- rrRUSTEE
~~~_~UP~9~_Q'!'1i~~~ _________________
NEW YORK NY 10014 2.00 O. O. o.
~~_~!NQ ______________________ rrRUSTEE
~~~_~UP~9~_Q'!'1i~~~ _________________
NEW YORK NY 10014 2.00 O. O. O.
---------------------------------
---------------------------------
---------------------------------
--------------------------------- Form 990 (2007)

723041 12-27·07

5

Form 990 (2007) UNION SECURITY TRUST FUND 13-55 Page
I Part V-A I .Current Officers, Directors, Trustees, and Key Employees (continued) Yes No
75 a E~ter the total number of officers, directors, and trustees permitted to vote on organization business at board
meetings ~ 3
b ATe any officers, directors, trustees, or key employees listed m Form 990, Part V-A, or highest compensated employees
listed In Schedule A, Part I, or highest compensated professional and other Independent contractors listed In Schedule A,
Part II-A or II-B, related to each other through family or business relationships? If "Yes," attach a statement that Identifies
the Individuals and explains the relanonstupts) 75b X
c Do any officers, directors, trustees, or key employees listed m Form 990, Part V-A, or highest compensated employees
listed In Schedule A, Part I, or highest compensated professional and other Independent contractors listed In Schedule A,
Part II-A or II-B, receive compensation from any other organizations, whether tax exempt or taxable, that are related to the
organization? See the Instructions for the defrrutron of "related organization" 75c X
If "Yes," attach a statement that Includes the Information descnoed In the mstrucnons.
d Does the organization have a written conflict of Interest policy? 75d X
I Part V-B I Form~r Officers, Directors, Trustees, and Key Employees That Received Compensation or Other 53175 6

Benefits (If any former officer, director, trustee, or key employee received compensation or other benefits (descnbed below) dunng the year, list that person below and enter the amount of compensation or other benefits In the appropnate column See the mstructrons.)

(G) Compensation (D) Contributions to (E) Expense
(A) Name and address (8) Loans and Advances (If not paid, employee benefit account and
plans & deferred
NONE enter -0-) compensation plans other allowances
---------------------------------
---------------------------------
---------------------------------
---------------------------------
---------------------------------
---------------------------------
---------------------------------
---------------------------------
---------------------------------
---------------------------------
---------------------------------
---------------------------------
---------------------------------
---------------------------------
---------------------------------
---------------------------------
I Part VII Other Information (See the mstructions } Yes No
76 Old the organization make a change In ItS acnvmes or methods of conducting activrnes? If "Yes," attach a detailed
statement of each change 76 X
77 Were any changes made In the organizing or governing documents but not reported to the IRS? 77 X
If "Yes," attach a conformed copy of the changes.
78 a Did the organization have unrelated business gross Income of $1,000 or more durmq the year covered by trus return? 78a X
b If "Yes," has It filed a tax return on Form 990- T for trus year? N/A 78b
79 Was there a hquidanon, dissolution, termination, or substantial contraction dunng the year? If "Yes," attach a statement ** 79 X
80 a Is the organization related (other than by association with a statewide or nationwide organization) through common
membership, governmg bodies, trustees, officers, etc., to any other exempt or nonexempt organization? 80a X
b If "Yes," enter the name of the orqarnzatronjs- SEE STATEMENT 6
and check whether It IS D exempt or D nonexempt
81 a Enter direct and Indirect political expenditures. (See line 81 Instructions) T 81a I o.
b Old the organization file Form 1120-POL for thrs year? 81b X **

SEE STATEMENT 7

Form 990 (2007)

723161112-27-07

6

Form 990 (2007) UNION SECURITY TRUST FUND

13 - 55531 7 5 Page 7

Yes No

I Part VI I Other Information (continued)

82 a Old the organization receive donated services or the use of materials, equipment, or facilities at no charge or at substantially less than fair rental value?

b If "Yes," you may indicate the value of these Items here Do not Include this

amount as revenue In Part I or as an expense In Part II. (See Instructions In Part III.)

l82bL

N/A

83 8 Old the organization comply with the public inspection requirements for returns and exemption applications? b Old the organization comply with the disclosure requirements relating to oina pro quo contnounons?

N/A

84 8 Old the organization solicit any contributions or gifts that were not tax deductible?

b If "Yes," did the organization Include with every solicitation an express statement that such contributions or gifts were not

tax deductible? N / A N/A N/A

85 a 501 (c)(4), (5), or (6). Were substantially all dues nondeductible by members?

b Old the organization make only in-house lobbymq expenditures of $2,000 or less?

If "Yes" was answered to either 85a or 85b, do not complete 85c through 85h below unless the orqaruzanon received a waiver for proxy tax owed for the pnor year.

c Dues, assessments, and Similar amounts from members d Section 162(e) lobbYing and political expenditures

e Aggregate nondeductible amount of section 6033(e)(1 )(A) dues notices

f Taxable amount of lobbymq and political expenditures (line 85d less 85e)

N/A
N/A
N/A
N/A
N/A 850
N/A 85h
N/A
N/A
N/A 85c

85d

85e

851

g Does the organization elect to pay the section 6033(e) tax on the amount on line 85f?

h If section 6033(e)(1)(A) dues notices were sent, does the orqaruzancn agree to add the amount on line 85f to Its reasonable estimate of dues allocable to nondeductible lobbymq and pohtrcal expenditures for the foltowmq tax year?

86 50 1 (c)(7) orqemzetions. Enter: a Initiation fees and capital contributions Included on

86a

line 12

b Gross receipts, Included on line 12, for public use of club facilities

87 50 1 (c)(12) orqeruzetions Enter a Gross Income from members or shareholders

b Gross Income from other sources (Do not net amounts due or paid to other sources

against amounts due or received from them) 87b N / A

88 a At any time dunnq the year, did the organization own a 50% or greater Interest In a taxable corporation or partnership, or an entity disregarded as separate from the organization under Regulations sections 301 7701·2 and 301 7701·3?

If "Yes," complete Part IX

86b

87a

b At any time dunnq the year, did the organization, directly or Indirectly, own a controlled entity Within the meaning of section 512(b)(13)? If "Yes," complete Part XI

89 a 50 1 (c)(3) orqenueuons Enter Amount of tax Imposed on the organization dUring the year under

section 4911 ~ N /A ; section 4912 ~ N /A ; section 4955 ~_--,N"-!.L./",-A,,-- _

b 501 (c)(3) and 50 1 (c)(4) organIZatIons Old the orqaruzanon engage In any section 4958 excess benefit

transaction dunnq the year or did It become aware of an excess benefit transaction from a prior year?

N/A

If "Yes," attach a statement explaining each transaction C Enter Amount of tax Imposed on the orqaruzanon managers or disqualified persons dunnq the year under

sections 4912, 4955, and 4958 ~ O~.

d Enter: Amount of tax on line 89c, above, reimbursed by the organization ~ ....:O~.

e All orqemzetons. At any time dunnq the tax year, was the organization a party to a prohibited tax shelter transaction?

1 AllorganlzatlOns Old the organization acquire a direct or Indirect Interest m any applicable Insurance contract?

82a

83a X

X

83b

84a

84b

858

85b

88a

X

X

~ 88b

89b

8ge

891

X

X

X

g For supporting orqemzetton« and sponsonng orqemzetsons malntammg donor eavisea funds Old the supporting organization,

or a fund maintained by a sponsoring organization, have excess business holdings at any time dunnq the year? 890 X

90 a List the states With which a copy of this return IS filed ~""N!-,O""N=E"- --r_--'r- .,..

b Number of employees employed In the pay period that Includes March 12, 2007 I 90b I 4

91 a tne books ere m care ot js- UNION SECURITY TRUST FUND teiepnone no.js- 212-366-7840

Located at ~ 395 HUNDSON ST 8 TH FLOOR NEW YORK NY ZIP + 4 ~ 10014

. , , ,
b At any time dunnq the calendar year, did the organization have an mterest In or a signature or other authonty over Yes No
a flnancial account In a foreign country (such as a bank account, secunnes account, or other fmancral account)? 91b X
If "Yes," enter the name of the foreign country ~ N/A
See the Instructions for exceptions and filing requirements for Form TO F 90-22,1, Report of Foreign Bank
and Fmancial Accounts 723162 112-27 -07

7

Form 990 (2007)

C At any time dUring the calendar year, did the organization maintain an office outside of the United States?

If ,,'Yes," enter the name of the foreign country ~ N A

-------=~~-------------------------------

92 Section 4947(a)(1) nonexempt chantable trusts fIImg Form 990 In lieu of Form 1041- Check here

and enter the amount of tax-exempt Interest received or accrued dunng the tax year ~ 1 92 1 NiA
I Part VII I Analysis of Income-Producing Activities (See the mstrucnons.)
Note: Enter gross amounts unless otherwise Unrelated business Income Excluded by section 512, 513, or 514 (E)
indicated. (A) (8) (e) (0) Related or exempt
BUSiness Amount Exctu- Amount
93 Program service revenue code eicn function Income
code
8 EMPLOYERS CONTRIBUTIONS 3 711 297.
b EMPLOYEE CONTRIBUTIONS 41 218.
c
d
e
r Medrcare/Medicard payments
g Fees and contracts from government agencies
94 Membership dues and assessments
95 Interest on savings and temporary cash Investments 14 9 421.
96 Dividends and Interest from securrnes 14 441 967.
97 Net rental Income or (loss) from real estate'
a debt-financed property
b not debt-flnanced property
98 Net rental Income or (loss) from personal property
99 Other Investment Income
100 Gain or (loss) from sales of assets
other than Inventory 18 1 100 740.
101 Net Income or (loss) from special events
102 Gross profit or (loss) from sales of Inventory
103 Other revenue
a
b
c
d
e
104 Subtotal (add columns (8), (D), and (E) O. 1 552 128. 3 752 515. 105 Total (add line 104, columns (8), (D), and (E))

Note- Line 105 plus line 1e, Part I should equal the amount on line 12 Part I

~ __ 5::..L.:' 3::..:0<..;:4 ...... ,....:::6....::;4..:::.3-=-.

I Part Villi Relationship of Activities to the Accomplishment of Exempt Purposes (See the mstrucuons.}
Line No. Explain how each activity for which Income IS reported In column (E) of Part VII contributed Importantly to the accomplishment of the ornamzanon's
T exempt purposes (other than by providing funds for such purposes).
93A AMOUNTS CONTIBUTED BY COLLECTIVELY BARGAINED EMPLOYERS FOR THE
PROVISION OF HEALTH AND DEATH BENEFITS.
93B AMOUNTS CONTIBUTED BY EMPLOYESS FOR THE PROVISION OF HEALTH AND
DEATH BENEFITS.
I Part IX. 1 Information Regarding Taxable Subsidiaries and Disregarded Entities (See the instructions)
.1A) (8) (~) (0) (E)
Name, address, and EIN of co~or~~on, Percentage of Nature of activities Total Income End-of-~ear
partnership; or drsreqarde enn ownership Interest asse s
%
NIA %
%
%
I Part X I Information Regarding Transfers Associated with Personal Benefit Contracts (See the mstructions.) (8) Old the oruarnzanon, dUring the year, receive any funds, directly or indirectly, to pay premiums on a personal benefit contract? (b) Old the orqarnzanon, during the year, pay premiums, directly or Indirectly, an a personal benefit contract?

Note: If "Yes' to (b), file Form 8870 and Form 4720 (see instructions).

DYes DYes

CXJ No CXJ No

Form 990 (2007)

723163 12-27-07

8

Fonn990 2007 UNION SECURITY TRUST FUND 13-5553175 Page 9

I"formation Regarding Transfers To and From Controlled Entities. Complete only If the orqsmzeuon IS a

controllmg organIZation as defmed In section 512(b)(13). N/A
Yes No
106 Old the reporting organization make any transfers to a controlled entity as defined In section 512(b)(13) of the Code? If "Yes,"
complete the schedule below for each controlled entity.
(A) (9) (Cl (D)
Name, address, of each Employer Description of Amount of
controlled entity Identification transfer transfer
Number
---------------------------------
a ---------------------------------
---------------------------------
b ---------------------------------
---------------------------------
e ---------------------------------
<,,'/: ~~,~~
Totals ,. . " .. " , "
, -,- ... . . ...
Yes No
107 Old the reporting orqamzation receive any transfers from a controlled entity as defined In section 512(b)(13) of the Code? If 'Yes,"
complete the schedule below for each controlled entity.
(A) (9) (Cl (D)
Name, address, of each Employer Description of Amount of
controlled entity Identification transfer transfer
Number
---------------------------------
a ---------------------------------
---------------------------------
b ---------------------------------
---------------------------------
c ---------------------------------
.' , .
. , ..
Totals .. " ..
Yes No
108 Did the organization have a binding wntten contract In effect on August 17,2006, covering the Interest, rents, royalties, and
annumes described mquesnon 107 above? .d
Under Pncr~ec~~ ed tms return. Including accompanying schedules and statements, and to the best of my knowledge and belief, It IS true, correct,
Please and 1 ete:)_ larat n pr~officer) IS based on all information of which preparer has any knowledge
~ 7//'/~~A~ .i~.AJ1_ I 10/13/08
Sign Signature of omfer Date
Here ~ PETER THOMASSEN, TRUSTEE
Type or print name and tl~
Preparer's ~ -»: r: Y4_ /~ I Date~, 'It Check If D I Prepar e- 's SSN or PTiN (See Gen Insl Xl
Paid c...fU--- /()/tJ. of self-
signature employed ~
Preparer's Firm's name (or NeVAK FRANCE~ LLC I EIN ~
Use Only yours If
self-employed), ~TWO BALA PLAZA, SUITE 501
address, and
ZIP + 4 BALA CYNWYD PA 19004 Phone no. ~ 610-668-9400 Form 990 (2007)

723164112·27 -07

9

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§ UNION SECURITY TRUST FUND

13-5553175

FORM 9!;}0

GAIN (LOSS) FROM PUBLICLY TRADED SECURITIES

STATEMENT

1

GROSS COST OR EXPENSE NET GAIN
DESCRIPTION SALES PRICE OTHER BASIS OF SALE OR (LOSS)
COMMON STOCK 1,603,757. 1,366,660. O. 237,097.
COMMON COLLECTIVE TRUST 1,772,520. 908,349. O. 864,171.
CORPORATE OBLIGATIONS 355,448. 361,237. O. <5,789.>
U.S. GOVERNMENT OBLIGATIONS 2,151,106. 2,145,845. O. 5,261.
CASH EQUIVALENTS 3,173,553. 3,173,553. O. O.
TO FORM 990, PART I, LINE 8 9,056,384. 7,955,644. O. 1,100,740. FORM 990

OTHER CHANGES IN NET ASSETS OR FUND BALANCES

STATEMENT

2

DESCRIPTION

AMOUNT

UNREALIZED APPRECIATION ON FAIR VALUE OF INVESTMENTS TRANSFER OF NET ASSETS TO HOLLOW METAL TRUST FUND DUE TO MERGER.

PRIOR PERIOD ADJUSTMENT TO CORRECT HEALTH CLAIMS PAYABLE

4,114.

<15,018,516.> 1,334,545.

TOTAL TO FORM 990, PART I, LINE 20

<13,679,857.>

FORM 990

BENEFITS PAID TO OR FOR MEMBERS

STATEMENT

3

DESCRIPTION

AMOUNT

HEALTH BENEFITS DEATH BENEFITS

BENEFIT ADMINISTRATION

3,147,595. 10,000. 277,681.

TOTAL TO FORM 990, PART II, LINE 24

3,435,276.

11

STATEMENT(S) 1, 2, 3

UNION SECURITY TRUST FUND

13-5553175

FORM 990

DEPRECIATION OF ASSETS NOT HELD FOR INVESTMENT

STATEMENT

4

COST OR ACCUMULATED
DESCRIPTION OTHER BASIS DEPRECIATION BOOK VALUE
LEASEHOLD IMPROVEMENTS 14,603. 14,603. o.
LEASEHOLD IMPROVEMENTS 7,900. 7,900. o.
EQUIPMENT 9,918. 9,918. o.
EQUIPMENT 6,060. 6,060. o.
EQUIPMENT 60,321. 60,321. O.
EQUIPMENT 14,131. 14,131. o.
EQUIPMENT 8,335. 8,335. O.
EQUIPMENT 1,010. 1,010. O.
TOTAL TO FORM 990, PART IV, LN 57 122,278. 122,278. O. FORM 990

OTHER ASSETS

STATEMENT

5

DESCRIPTION

BEGINNING OF YEAR

END OF YEAR

INTEREST AND DIVIDENDS RECEIVABLE DUE FROM AFFILIATED FUND

90,539. 209,248.

TOTAL TO FORM 990, PART IV, LINE 58

299,787.

FORM 990

IDENTIFICATION OF RELATED ORGANIZATIONS PART VI, LINE 80B

STATEMENT

6

NAME OF ORGANIZATION

EXEMPT

NONEXEMPT

UNION SECURITY PENSION FUND HOLLOW METAL TRUST FUND

NEW YORK CITY DISTRICT COUNCIL OF CARPENTERS PENSION FUND

NEW YORK CITY DISTRICT COUNCIL OF CARPENTERS WELFARE FUND

X X X

X

12

STATEMENT(S) 4, 5, 6

UNION SECURITY TRUST FUND

13-5553175

FORM 990

STATEMENT CONCERNING LIQUIDATION, TERMINATION, ETC. - PART VI, LINE 79

STATEMENT

7

EXPLANATION

DURING THE PLAN YEAR ENDING 12/31/07 THE UNION SECURITY TRUST MERGED WITH THE HOLLOW METAL TRUST.

13

STATEMENT(S) 7

UNION SECURITY TRUST FUND

13-5553175

. -.

AGREEMENT OF MERGER

of the UNION SECURITY TRUST FUND

into the

HOLLOW METAL TRUST FUND

RECITALS

This Agreement is entered into as of the fll-day of~1"Ift , 2007 (the "Agreement"), by and between the Board of Trustees of the Union Security Trust Fund

(the "Union Security Trustees") and the Board of Trustees of the Hollow Metal Trust

Fund (the "Hollow Metal Trustees"),

WITNESSETH:

WHEREAS, United Brotherhood of Carpenters and Joiners of America, Local

2682 ("Local 2682") and certain contributing employers ("2682 Employers"), among

others, became parties to an Agreement and Declaration of Trust, amended and restated

dated October 24, 2005, as from time to time thereafter amended, establishing the

Union Security Trust Fund (the "Union Security Trust");

WHEREAS, the Union Security Trustees have adopted detailed rules, embodied

in a summary plan description, under which welfare benefits are to be provided to

certain employees of 2682 Employers that are party to a collective bargaining

agreement with Local 2682 that requires such 2682 Employers to contribute to the

Union Security Trust, as amended from time to time (the "Union Security Plan");

WHEREAS, the IRS has issued a determination letter, dated August 1950 and

UNION SECURITY TRUST FUND

13-5553175

. "' ...

March 12, 1987, to the effect that the Union Security Trust is exempt from federal income tax pursuant to Section SOl(c) of the Code;

WHEREAS. United Brotherhood of Carpenters and Joiners of America, Local 2947 ("Local 2947") and various employers (the " Hollow Metal Employers") became parties to an Agreement and Declaration of Trust. effecti ve dated June 1. 1984, and as from lime to time thereafter restated and amended, establishing the Hollow Metal Trust Fund (the "Hollow Metal Trust");

WHEREAS, the Hollow Metal Trustees have adopted detailed rules, embodied in a summary plan description, under which welfare benefits are to be provided to certain employees of the Hollow Metal Trust and certain employees of the Hollow Metal Employers that are party to a collective bargaining agreement with the Local 2947 that requires such Hollow Metal Employers to contribute to the Hollow Metal Trust, as amended from time to time (the "Hollow Metal Plan");

WHEREAS, the IRS has issued a determination letter, dated _

to the effect that the Hollow Metal Trust is exempt from federal income tax pursuant to Section 501(c) of the Code;

WHEREAS, Local 2947, Local 3127 and Local 2682 have been merged into United Brotherhood of Carpenters Local 2870;

WHEREAS, the Union Security Trust had previously operated out of an office at Local 2682, but, following the merger of Local 2682 into Local 2870, the office of the Union Security Trust was transferred to the office of the Hollow Metal Trust; WHEREAS, the day-to-day operations of the Union Security Trust are currently

2

UNION SECURITY TRUST FUND

13-5553175

i •

performed by employees of the Hollow Metal Trust (subject to the allocation of shared expenses);

WHEREAS, the District Council for New York City and Vicinity, United Brotherhood of Carpenters and Joiners of America has designated the Union Trustees of both the Union Security Trust and the Hollow Metal Trust;

WHEREAS, this Agreement is being entered into with the understanding that the Local 3127 Welfare Fund will contemporaneously or shortly thereafter be merged into the Hollow Metal Plan;

WHEREAS, the Union Security Trustees have determined that the merger contemplated by this Agreement is in the best interests of the participants and beneficiaries of the Union Security Trust and the Union Security Plan; WHEREAS, the Hollow Metal Trustees have determined that the merger contemplated by this Agreement is in the best interests of the participants and beneficiaries of the Hollow Metal Trust and the Hollow Metal Plan; and WHEREAS, the surviving trust shall continue to be known as the "Hollow

Metal Welfare Fund:

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, and for other good and valuable consideration (receipt of which is hereby acknowledged), the Union Security Trustees and the Hollow Metal Trustees hereby agree as follows:

ARTICLE I. DEFINITIONS

Unless otherwise indicated, the following terms (whether capitalized or not)

3

--------

UNION SECURITY TRUST FUND

13-5553175

when used in this Agreement, or any schedules, exhibits, attachments, or other documents related hereto, shall have the following meanings:

1.1 "Adverse Effect" shall mean any change in, or effect on, the assets or liabilities

of the Union Security Trust or the Hollow Metal Trust (as the case may be) which is, or is reasonably likely to be, adverse to the operation, assets, condition (financial or otherwise), or prospects of such respective trusts.

1.2 "Agreement" shall mean this Agreement of Merger, and all schedules, exhibits,

attachments and other documents related hereto.

1.3 "COBRA" shall mean the Consolidated Omnibus Budget Reconciliation Act of

1985, as amended.

1.4 "Code" shall mean the Internal Revenue Code of 1986, as amended, and all

regulations promulgated pursuant thereto.

1.5 "Local 2682 Employers" sha1l mean the various employers that are required to

contribute to the Union Security Trust immediately prior to the Effective Date.

1.6 "Union Security Plan" shall mean the detailed rules, embodied in a summary

plan description, under which welfare benefits are to be provided to certain employees or former employees on whose behalf Local 2682 entered into an agreement that requires a Local 2682 Employer to contribute to the Union Security Trust, as amended from time to time.

1.7 "Union Security Plan Participants" shall mean all retired participants and active

participants in the Union Security Plan (and their beneficiaries) immediately prior to the Effective Date.

4

UNION SECURITY TRUST FUND

13-5553175

1.8 "Union Security Trust" shall mean the trust established by an Agreement and

Declaration of Trust amended and restated dated October 24, 2005, and as from time to time thereafter amended, between the Local 2682 and various employers and employer associations.

1.9 "Union Security Trustees" shall mean the Board of Trustees of the Union

Security Trust.

1.10 "DOL" shall mean the United States Department of Labor.

1.11 "Effective Date" shall mean the later of (i) August 8, 2007; or (ii) such other date as may be mutually agreed to in writing by the Union Security Trustees and the Hollow Metal Trustees after the execution of this Agreement, but prior to the Closing (as described in Section 7.1 of this Agreement).

1.12 "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended, and all regulations promulgated pursuant thereto.

1.13 "FMLA" shall mean the Family and Medical Leave Act of 1993, as amended. 1.14 "Former Union Security Plan Participants" shall mean all retired and active participants in the Hollow Metal Plan (and their beneficiaries) as of and after the Effective Date who were Union Security Plan Participants.

1.15 "HIPAA" shall mean the Health Insurance Portability and Accountability Act of 1996, as amended.

1.16 "IRS" shall mean the Internal Revenue Service.

1.17 "Knowledge" shall mean the actual knowledge of the Union Security Trustees (or any of them) or the Hollow Metal Trustees (or any of them) as the case may be.

5

UNION SECURITY TRUST FUND

I

13-5553175

1.18 "Local 2947" shall mean Local 2947 of the United Brotherhood of Carpenters

and Joiners of America.

1.19 "Local 2947 Employer" shall mean the various employers required to contribute

to the Local 2947 Trust.

1.20 "Hollow Metal Plan" shall mean the detailed rules, embodied in a summary plan

description under which welfare benefits are to be provided to certain employees and

former employees of the Hollow Metal Trust and certain employees on whose behalf

Local 2947 entered into an agreement that requires a Local 2947 Employer to

contribute to the Hollow Metal Trust, as amended from time to time and shall include

all individuals that will be provided with welfare benefits under the Hollow Metal

Plan as of and after the Effective Date and immediately following the consummation

of the transaction contemplated by this Agreement.

1.21 "Hollow Metal Plan Participants" shall mean all retired participants and acti ve

participants in the Hollow Metal Plan (and their beneficiaries) immediately prior to, as

of the Effective Date and following the merger contemplated by this Agreement..

1.22 "Hollow Metal Trust" shall mean the trust established by the Agreement and

Declaration of Trust, as amended and restated effective as of June 1 1984, and as from

time to time thereafter amended, between Local 2947 and various employers and

employer associations.

1.23 "Hollow Metal Trustees" shall mean the Board of Trustees of the Hollow Metal

Trust.

1.24 "Local 2870" shall mean Local 2870, of the United Brotherhood of Carpenters

6

------ ------~

UNION SECURITY TRUST FUND

13-5553175

and Joiners of America.

1.25 "MHP A" shall mean the Mental Health Parity Act of 1996.

1.26 "Material Adverse Effect" shall mean any change in, or effect on, the assets or liabilities of the Union Security Trust or the Hollow Metal Trust (as the case may be) which is, or is reasonably likely to be, materially adverse to the operation, assets, condition (financial or otherwise), or prospects of such respective trusts.

1.27 "Newly Hired Local 2682 Employees" shall mean Individuals who are not Union Security Plan Participants immediately prior to the Effective Date but subsequently become employed by Local 2682 Employers, to the extent that such employers are contributing employers, and continue to be bound by written agreement to contribute, to the Hollow Metal Trust.

1.28 "New 2947 Employers" shall mean all 2947 Employers who, as of the Effective Date, continue to contribute to the Hollow Metal Trust on behalf of New Local 2682 Plan Participants in accordance with the terms of a written agreement.

1.29 "New Hollow Metal Plan Participants" shall mean all Former Union Security Participants and New 2682 Employees that become entitled to benefits under the Hollow Metal Plan in accordance with Section 5 of this Agreement.

1.30 -Newborns Act" shall mean the Newborns' and Mothers' Health Protection Act of 1996.

1.31 "Taxes" shall mean all taxes, levies, or other assessments, and all estimated payments thereof, including, but not limited to, income (including unrelated business income), excise, property, sales, use, environmental, withholding, social security, and

7

UNION SECURITY TRUST FUND

13-5553175

unemployment taxes, imposed by the United States; any state, county, local or foreign government, or any subdivision thereof; and any interest penalty and related expenses (including filing fees, court costs and reasonable attorney and accountant costs) relating to such taxes, levies or other assessments.

1.32 "USERRA" shall mean the Uniformed Services Employment and Reemployment Rights Act of 1994, as amended.

ARTICLE 2. IMPLEMENT A TION OF MERGER

2.1 As of the Effective Date, the Union Security Trust shall be merged into the

Hollow Metal Trust, and their respective assets and liabilities shall also be merged. The Hollow Metal Trust shall be the surviving trust. The separate legal identity and existence of the Union Security Trust shall cease on the Effective Date, and the identity, assets, liabilities, obligations, existence, purposes, powers, rights and immunities of the Hollow Metal Trust shall continue unaffected and unimpaired by the merger; provided, however, that the assets, liabilities, obligations (including the statutory obligations under COBRA, USERRA and HIPAA), existence, purposes, powers, rights and immunities of the Union Security Trust shall be merged into the Hollow Metal Trust. which shall become fully vested therewith, and the Hollow Metal Trustees shall be responsible therefor.

2.2 (a) The Hollow Metal Trust shall be subject to all of the debts, obligations.

responsibilities and liabilities of the Union Security Trust as if the Hollow Metal Trust had itself incurred them and all rights of creditors and all liens upon the property of the Hollow Metal Trust and the Union Security Trust shall be preserved unimpaired;

8

UNION SECURITY TRUST FUND

13-5553175

provided that such liens, if any, upon the property of the Union Security Trust shall be limited to the property affected thereby immediately prior to the Effective Date.

(b) As of and after the Effective Date, all assets of the Hollow Metal Trust shall be available to pay all benefits of the Hollow Metal Plan Participants.

(c) As of the Effective Date, the Hollow Metal Trust will assume liability for payment for (i) services performed for the Union Security Trust prior to the Effective Date; and (ii) services performed for the benefit of the Union Security Trust after the Effective Date if and only if the Plan Administrator of the Hollow Metal Plan or the Hollow Metal Trustees have authorized the service provider in writing in advance to perform the particular service.

2.3 As of the Effective Date, the title to all of the assets of the Union Security Trust

shall be vested in and become the property of the Hollow Metal Trust. All monies, responsibilities and obligations due and owing by any person or any entity to the Union Security Trust, including those monies, responsibilities and obligations accrued (but remaining unpaid) as of the Effective Date, shall become due and payable to the Hollow Metal Trust. The Union Security Trustees and the Hollow Metal Trustees shall take all necessary steps as soon as practicable to effectuate, as of the Effective Date, the (a) transfer to the Hollow Metal Trust of title to and ownership of all assets of the Union Security Trust; and (b) assignment to the Hol1ow Metal Trust of all monies, responsibilities and obligations due and owing to the Union Security Trust.

2.4 As soon as practicable and no more than thirty (30) days following the

Effective Date, the Hollow Metal Trustees agree to notify (a) all providers of goods

9

UNION SECURITY TRUST FUND

13-5553175

and services to the Union Security Trust; (b) all employees, agents, consultants, and other professionals providing services to the Union Security Trust; (c) all banks, trustees, custodians, and similar financial institutions having custody or control of the Union Security Trust's assets; (d) all investment managers responsible for managing assets of the Union Security Trust; and (e) all other relevant entities or individuals who have dealings with the Union Security Trust that, effective as of the Effective Date: (i) the Union Security Plan and the Union Security Trust were merged, respectively, into the Hollow Metal Plan and the Hollow Metal Trust, (ii) title to all Union Security Trust assets is vested in the Hollow Metal Trust, and (iii) all of the obligations, liabilities and responsibilities of the Union Security Trust were assumed by the Hollow Metal Trust.

2.5 With respect to periods conunencing on and after the Effective Date, all

necessary and reasonable costs, if any, of maintaining the current Union Security Trust offices, including, without limitation, all rents incurred for the maintenance of the Union Security Trust offices, shall be paid by the Hollow Metal Trust, until such time as the Hollow Metal Trustees shall direct otherwise. All fees and expenses due and owing as of the Effective Date to accountants, actuaries, attorneys and other providers of goods and services chargeable to the Union Security Trust, including those fees and expenses connected with the preparation, execution and completion of the merger contemplated by this Agreement (which were not previously paid by the Union Security Trust), shall also be paid by the Hollow Metal Trust. In connection with the foregoing. the Hollow Metal Trustees shall have all rights and defenses that the Union Security Trustees had to negotiate, Challenge and/or contest any such fees

10

UNION SECURITY TRUST FUND

13-5553175

and expenses.

2.6 As of the Effective Date, the Hollow Metal Trustees will obtain, at the sole

expense of the Hollow Metal Trust, an extension of the reporting period for the fiduciary liability insurance in the amount in force at the date of execution of this Agreement with respect to the Union Security Trust and each of the Union Security Trustees presently covered under the Union Security Trust's fiduciary liability insurance policy or similar coverage for a period of six (6) years, provided that such extension or similar coverage is available at reasonable cost. In the event such coverage is not available, the Hollow Metal Trustees shall use best efforts to add, at the sole expenses of the Hollow Metal Trust, the Union Security Trustees as named insured parties on the fiduciary liability policy in effect with respect to the Hollow Metal Trust and each of the Hollow Metal Trustees, and such Union Security Trustees shall remain as named insured parties on said fiduciary liability insurance policy for a period of six (6) years, commencing on the Effective Date, provided that (i) such coverage or similar coverage is available at reasonable cost; (ii) the Hollow Metal Trustees are not required to change insurance carriers in order to comply with this provision; and (iii) the Hollow Metal Trust and the Hollow Metal Trustees shall not be required to self-insure such coverage under any circumstances.

2.7 At all times following the Effective Date, the Hollow Metal Trustees shall

maintain in effect for the Hollow Metal Plan and the Hollow Metal Trust a fidelity bond as required by and in accordance with ERISA or other applicable law.

2.8 The Union Security Trustees shall make arrangements such that within a

11

UNION SECURITY TRUST FUND

13-5553175

reasonable time following the Effective Date, Lipsky Goodkin & Co., Inc. or its successor, Novak-Francella, LLP shall deliver a certificate to the Hollow Metal certifying the fair market value of (he assets of the Union Security Trust transferred pursuant to the merger contemplated herein.

ARTICLE 3. REPRESENT A TIONS AND WARRANTIES REGARDING THE UNION SECURITY PLAN AND TRUST

The Union Security Trustees hereby represent and warrant to the Hollow Metal Trustees that, to their Knowledge:

3.1 As of and prior to the Effective Date: (a) the Union Security Plan has been

operated in material compliance with ERISA; (b) the Union Security Trust has been determined by the IRS to be exempt from income tax under Section 501(c) of the Code, the IRS has issued to the Union Security Trust a determination letter to such effect and the Union Security Trustees are not aware of any fact that might result in the Union Security Trust being determined not to be exempt from such tax; (c) the Union Security Plan and the Union Security Trust have been operated in material compliance with all applicable Code provisions; (d) the Union Security Plan and the Union Security Trust have made or have caused to be made all material filings required to be made prior to the Effective Date with respect to (i) the applicable reports, documents and notices required to be filed with the DOL and the IRS and (ii) the furnishing of all reports, documents and notices required to be provided to Union Security Plan Participants; (e) the Union Security Plan and the Union Security Trust have been amended where required to maintain compliance and have been operated

12

UNION SECURITY TRUST FUND

13-5553175

and administered in accordance with the requirements of ERISA, the Code, HIPAA, MHPA. Newborns Act, COBRA, USERRA and FMLA: and (f) the Union Security Trust is in material compliance with all other laws, ordinances, codes, rules, regulations, standards, judgments. decrees. writs, rulings, injunctions, orders and other requirements of all governmental, administrative or judicial entities applicable to it and any of its property.

3.2 Neither the Union Security Plan nor the Union Security Trust is under

examination by the IRS, the DOL or any other government agency. other than in connection with applications for determinations pending before the IRS, or applications pertaining to the merger contemplated by this Agreement pending before the IRS or the DOL, if any.

3.3 The Union Security Trustees have furnished or made available to the Hollow

Metal Trustees true and complete copies of all of the documents and agreements in the possession of the Union Security Trustees applicable with respect to the Union Security Plan and the Union Security Trust, including, but not limited to the following; (a) the Union Security Trust; (b) all summary plan descriptions relating to the Union Security Plan; (c) all insurance contracts; (d) annual reports (Form 5500) three most recent years available; (e) all IRS determination letters issued with regard to the Union Security Plan and the Union Security Trust; (f) Forms 990 for the three most recent years available; (g) all collective bargaining agreements in their possession between an employer or employer association and Local 2682 pursuant to which an employer is required to contribute to the Union Security Trust andlor the employees

13

UNION SECURITY TRUST FUND

13-5553175

of the employer are participants in the Union Security Plan; (h) a current list of contributions or monthly premium billing rates; (i) all correspondence and documentation with regard to any action, suit, proceeding or claim (other than routine benefit claims) pending, threatened or resolved against or with regard to the Union Security Plan; (j) the fiduciary insurance policy; (k) a fidelity bond covering the Union Security Trustees; (rn) all correspondence related to assessment of penalties and interest by the New York State Department of Tax and Finance or the New York State Department of Labor; and (n) a list of all providers of goods and services to the Union Security Trust, all employees, agents, consultants and other professionals providing services to the Union Security Trust, all banks, trustees, custodians and similar financial institutions having custody or control of the Union Security Trust's assets, all investment managers responsible for managing the assets of the Union Security Trust, and all other relevant entities or individuals who have had dealings with the Union Security Trust.

3.4 There is no claim, action, suit, litigation, arbitration, investigation or proceeding

pending (or threatened) against the Union Security Plan or the Union Security Trust (or any of their property or rights) before or by any court, arbitrator, panel. agency or other governmental, administrative or judicial entity. No order. citation or other official action of-any governmental. administrative or judicial entity is outstanding against the Union Security Plan or the Union Security Trust.

3.5 The execution and delivery of this Agreement, and the performance of the

transaction contemplated hereby, have been duly authorized by the Union Security

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Trustees and no other proceedings on the part of the Union Security Trustees are necessary to authorize and approve this Agreement and the transaction contemplated hereby. This Agreement and the performance of the transaction contemplated hereby will not result in a breach or constitute a violation of any provisions of (a) the Union Security Trust; (b) the Union Security Plan; (c) any lease, license, contract or other agreement to which the Union Security Trust or the Union Security Trustees is/are a party or is/are bound, or by which any of its/their properties or assets may be bound or affected; or (d) any order, writ. judgment, injunction or decree of any court or administrative agency to which the Union Security Trust may be subject which breach or violation would have an Adverse Effect on the assets of the Union Security Trust. 3.6 This Agreement is a valid and binding obligation of the Union Security Trust, enforceable in accordance with its terms and subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the rights of creditors generally and to the exercise of judicial discretion in accordance with general principles of equity (whether applied by a court of law or of equity).

3.7 There are no employee benefit plans maintained by the Union Security Trust or to which it is obligated to contribute, including annuity, bonus, cafeteria, stock option, stock purchase, profit sharing, savings, pension, retirement, incentive, group insurance, disability, employee welfare, prepaid legal, nonqualified deferred compensation, including, without limitation, excess benefit plans, top-hat plans, deferred bonuses, rabbi trusts, secular trusts, nonqualified annuity contracts, insurance arrangements, nonqualified stock options, phantom stock plans, or golden parachute

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agreements, or other similar fringe benefit plans, and all other employee benefit funds or programs (within the meaning of Section 3(3) of ERISA), covering employees or former employees of the Union Security Trust.

3.8 There are no reciprocity agreements (whether written or oral) between the Union

Security Plan, the Union Security Trust and any other employee benefit plan (as defined in Section 3(3) of ERISA).

3.9 Schedule 3.9 contains a complete and accurate listing of all assets of the Union

Security Trust, including, without limitation, insurance contracts, bonds, notes, mortgages, options, stocks, warrants, joint ventures and other investments of the Union Security Trust assets as of the date set forth on Schedule 3.9 which is no earlier than sixty (60) days prior to the first date set forth herein. Schedule 3.9 thereafter shall be updated on the last business date of each calendar month preceding the Effective Date no later than the fifteenth day of the following month. In addition: The Union Security Trust has complete, good and marketable title to the assets to be merged and transferred hereunder free and clear of all material liens, claims, security interests, judgments, encumbrances, restrictions or other charges of any kind;

(a) No other person, firm or corporation owns or has any beneficial interest in the said assets or any part thereof; and

(b) As of the Effective Date, the Hollow Metal Trust will acquire good, marketable title of all said assets free and clear of all material liens, claims, security interests, judgments, encumbrances, restrictions, or other charges of any kind.

3.10 Except as set forth in the most recent Annual Report (IRS Form 5500) of the

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Union Security Trust, the Union Security Trust has no liabilities of any nature whatsoever that are not disclosed in the Union Security Trust's accountant's or auditor's most recent report.

3.11 Since the date of the most recent Annual Report (IRS Form 5500) of the Union Security Trust, there have been no material changes (other than changes in the ordinary course of business and consistent with the past practices of the Union Security Trust) in the financial condition, assets, liabilities, business or property of the Union Security Trust which in the aggregate would have a Material Adverse Effect on the Union Security Trust, including, by way of illustration, the following:

(a) There has not occurred or arisen, any material damage or loss to any asset of the Union Security Trust (whether or not covered by insurance) other than any loss attributable to market value fluctuations;

(b) There has not been any material amendment or other change in the Union Security Trust or the Union Security Plan (except as may be required by law), including any recent change in benefit levels that have been implemented or have been negotiated or announced but not yet implemented;

(c) There has not been any sale or other disposition of any material right, title, or interest in or to any material assets or properties of the Union Security Trust;

(d) There has not been any material indebtedness incurred or guaranteed (other than liabilities incurred or guaranteed in the ordinary course of business) ; and

(e) There has not been any cancellation of material debts owed to the Union Security Trust.

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3.12 The Union Security Trust has timely filed all federal. state, local, and foreign Tax returns, reports and declarations required to be filed and have paid, or made adequate provision for the payment of, all Taxes which are due. Each of the Tax returns filed by the Union Security Trust. including, without limitation, Annual Reports (Form 5500), correctly and accurately reflected the amounts of all Taxes due. The Union Security Trust has neither given, nor been requested to give any waiver of any statute of limitations relating to the payment of Taxes. There is no application pending with any taxing authority requesting permission for any changes that would affect a period after the Effective Date. The Union Security Trustees know of no basis for a deficiency assessment for Taxes against the Union Security Trust. The Union Security Trust is not subject, nor has it received any letter of determination from the IRS of a tax due under the Code that has not been satisfied.

3.13 As of the Effective Date and for the six (6) year period preceding the Effective Date, every fiduciary of the Union Security Plan and every person who handles Union Security Plan assets has been bonded in accordance with the requirements of Section 412 of ERISA.

3.14 As of the Effective Date, al1 action necessary to authorize the execution, delivery and performance of this Agreement and the consummation of the transaction contemplated hereby has been duly and validly taken by the Union Security Trustees. Any notices to and declarations, filings and registrations with, and consents, authorizations, approvals and waivers from. governmental and regulatory bodies that are required to consummate the transaction contemplated hereby have been made or

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obtained. The Union Security Trustees have provided satisfactory evidence to the Hollow Metal Trustees that they have obtained all such consents as are necessary for the consummation of the transaction contemplated hereby.

ARTICLE 4. REPRESENTATIONS AND WARRANTIES REGARDING THE HOLLOW METAL PLAN AND TRUST

The Hollow Metal Trustees hereby represent and warrant to the Union Security Trustees that, to their Knowledge:

4.1 As of and prior to the Effective Date: (a) the Hollow Metal Plan has been

operated in material compliance with ERISA; (b) the Hollow Metal Trust has been determined by the IRS to be exempt from income tax under Section 50 I (a) of the Code and the Hollow Metal Trustees are not aware of any fact that might result in the Hollow Metal Trust being determined not to be exempt from such tax; (c) the Hollow Metal Plan and the Hollow Metal Trust have been operated in material compliance with all applicable Code provisions; (d) the Hollow Metal Plan and the Hollow Metal Trust have made or have caused to be made all material filings required to be made prior to the Effective Date with respect to (i) the applicable reports, documents and notices required to be filed with the DOL and the IRS and (ii) the furnishing of all reports, documents and notices required to be provided to Hollow Metal Plan Participants; (e) the Hollow Metal Plan and the Hollow Metal Trust have been amended where required to maintain compliance and have been operated and administered in accordance with the requirements of ERISA, the Code, HIPAA, MHPA, Newborns Act, COBRA, USERRA and FMLA; and (f) the Hollow Metal Trust is in material compliance with

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all other laws, ordinances, codes, rules, regulations, standards, judgments, decrees, writs, rulings, injunctions. orders and other requirements of all governmental, administrative or judicial entities applicable to it and any of its property.

4.2 Except as set forth on Schedule 4.2, neither the Hollow Metal Plan nor the

Hollow Metal Trust is under examination by the IRS, the DOL or any other government agency, other than in connection with applications for determinations pending before the IRS, or applications pertaining to the merger contemplated by this Agreement pending before the IRS or the DOL, if any.

4.3 The Hollow Metal Trustees have furnished or made available to the Union

Security Trustees true and complete copies of all of the documents and agreements in the possession of the Hollow Metal Trustees applicable with respect to the Hollow Metal Plan and the Hollow Metal Trust, including, but not limited to the following: (a) the Hollow Metal Trust; (b) the Hollow Metal Plan; (c) Forms 5500 for the period from 2000 through 2002; (d) copies of the most recent determination letters issued by the IRS with regard to the Hollow Metal Plan and the Hollow Metal Trust; (e) Forms 990 for the period from 2000 through 2002 inclusive; and (g) all summary plan descriptions with respect to the Hollow Metal Plan.

4.4 There is no claim, action, suit, litigation, arbitration, investigation or proceeding

pending (or threatened) against the Hollow Metal Plan or the Hollow Metal Trust (or any of their property or rights) before or by any court, arbitrator, panel. agency or other governmental, administrative or judicial entity. No order, citation or other official action of any governmental, administrative or judicia] entity is outstanding

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against the Hollow Metal Plan or the Hollow Metal Trust.

4.5 The execution and delivery of this Agreement, and the performance of the transaction contemplated hereby, have been duly authorized by the Hollow Metal Trustees, and no other proceedings on the part of the Hollow Metal Trustees are necessary to authorize and approve this Agreement and the transaction contemplated hereby. This Agreement and the performance of the transaction contemplated hereby will not result in a breach or constitute a violation of any provisions of (a) the Hollow Metal Trust; (b) the Hollow Metal Plan; (c) any lease, license, contract or other agreement to which the Hollow Metal Trust or the Hollow Metal Trustees is/are a party or is/are bound, or by which any of its/their properties or assets may be bound or affected; or (d) any order. writ. judgment, injunction or decree of any court or administrative agency to which the Hollow Metal Trust may be subject which breach or violation would have a Material Adverse Effect on the assets of the Hollow Metal Trust.

4.7 This Agreement is a valid and binding obligation of the Hollow Metal Trust,

enforceable in accordance with its terms and subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the rights of creditors generally and to the exercise of judicial discretion in accordance with general principles of equity (whether applied by a court of law or of equity).

4.8 Schedule 4.8 contains a complete and accurate listing of a1l assets of the Hollow

Metal Trust, including, without limitation, insurance contracts, bonds, notes, mortgages, options, stocks, warrants, joint ventures and other investments of the

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Hollow Metal Trust assets as of the date set forth on Schedule 4.8 which is no earlier than sixty (60) days prior to the first date set forth herein. Schedule 4.8 shall thereafter be updated as of the last business date of each calendar month preceding the Effective Date no later than the fifteenth day of the following month. Except as set forth on Schedule 4.8:

(a) The Hollow Metal Trust has complete, good and marketable title to the assets to be merged and transferred hereunder free and clear of all material liens, claims, security interests, judgments, encumbrances, restrictions or other charges of any kind;

(b) No other person, firm or corporation owns or has any beneficial interest in the said assets or any part thereof; and

(c) As of the Effective Date, the Hollow Metal Trust will acquire good, marketable title of all said assets free and clear of all material liens, claims, security interests, judgments, encumbrances, restrictions or other charges of any kind.

4.9 Except as set forth in the most recent Annual Report (Form 5500) of the Hollow Metal Trust, the Hollow Metal Trust has no liabilities of any nature whatsoever which are not disclosed in the Hollow Metal Trust's accountant's or auditor's most recent report.

4.10 Since the date of the most recent Annual Report (Form 5500) of the Hollow Metal Trust, there have been no material changes (other than changes in the ordinary course of business and consistent with the past practices of the Hollow Metal Trust) in the financial condition, assets, liabilities, business or property of the Hollow Metal

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Trust which in the aggregate would have a Material Adverse Effect on the Hollow Metal Trust, including, by way of illustration, the following:

(a) There has not occurred or arisen, any material damage or loss to any asset of the Hollow Metal Trust (whether or not covered by insurance) other than any loss attributable to market value fluctuations;

(b) There has not been any material amendment or other change in the Hollow Metal Trust or the Hollow Metal Plan (except as may be required by law), including any recent change in benefit levels that have been implemented or have been negotiated or announced but not yet implemented;

(c) There has not been any sale or other disposition of any material right, title, or interest in or to any material assets or properties of the Hollow Metal Trust;

(d) There has not been any material indebtedness incurred or guaranteed (other than liabilities incurred or guaranteed in the ordinary course of business); and

(e) There has not been any cancellation of material debts owed to the Hollow Metal Trust.

4.11 The Hollow Metal Trust has timely filed all federal, state, local, and foreign Tax returns, reports and declarations required to be filed and have paid, or made adequate provision for the payment of, a11 Taxes which are due. Each of the Tax returns filed by the Hollow Metal Trust, including, without limitation, Annual Reports (Form 5500), correctly and accurately reflected the amounts of all Taxes due. The Hollow Metal Trust has neither given, nor been requested to give any waiver of any statute of limitations relating to the payment of Taxes. There is no application pending

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with any taxing authority requesting permission for any changes that would affect a period after the Effective Date. The Hollow Metal Trustees know of no basis for a deficiency assessment for Taxes against the Hollow Metal Trust. The Hollow Metal Trust is not subject, nor has it received any letter of determination from the IRS of a tax due under the Code which has not been satisfied.

4.12 As of the Effective Date and for the six (6) year period preceding the Effective Date, every fiduciary of the Hollow Metal Plan and every person who handles Hollow Metal Plan assets has been bonded in accordance with the requirements of Section 412 of ERISA.

4.13 As of the Effective Date, all action necessary to authorize the execution, delivery and performance of this Agreement and the consummation of the transaction contemplated hereby has been duly and validly taken by the Hollow Metal Trustees. Any notices to and declarations, filings and registrations with, and consents, authorizations, approvals and waivers from, governmental and regulatory bodies that are required to consummate the transaction contemplated hereby have been made or obtained.

ARTICLE 5. PARTICIPATION AND BENEFITS OF THE UNION SECURITY

PLAN PARTICIPANTS AFTER THE MERGER

5.1 As of the Effective Date, all Union Security Plan Participants shall

automatically become participants in the Hollow Metal Plan. Such participation in the Hollow Metal Plan shall be in accordance with the following:

(a) As of and following the Effective Date, all Union Security Plan Participants

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WIll no longer receive benefits under the Union Security Plan and, as Former Union Security Plan Participants, will receive health and welfare benefits under the Hollow Metal Plan as prescribed in this Agreement, subject to amendment by the Hollow Metal Trustees in accordance with applicable law and not prohibited by this Agreement.

(b) Former Union Security Plan Participants who, immediately prior to the Effective Date, were actively employed by a Local 2682 Employer and receiving benefits from the Union Security Plan shall receive from the Hollow Metal Plan the level of benefits generally provided by the Hollow Metal Plan to other employees of Local 2682 Employers who were receiving benefits from the Hollow Metal Plan immediately prior to the Effective Date, provided such persons continue to meet eligibility requirements of the Hollow Metal Plan (as such benefits and eligibility requirements may be amended in the future by the Hollow Metal Trustees). For the purposes of determining the eligibility of an individual described in this Section

5.1 (b) to receive retiree medical benefit coverage provided under the Hollow Metal Plan, years of service accrued by the Former Union Security Plan Participant under the Union Security Plan prior to the Effective Date shall be aggregated with years of service accrued by such individual under the Hollow Metal Welfare Fund following the Effective Date, and the participant's aggregate years of service shall be recognized as years of service under the Hollow Metal Plan. The eligibility of Former Union Security Plan Participants described in this Section 5.1(b) for retiree medical benefits (and [he level of retiree medical benefits provided to such individuals who become

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entitled to such benefits) shall be those set forth with respect to individuals described in Section 5.l(c).

(c) Former Union Security Plan Participants who, immediately prior to the Effective Date, were receiving retiree medical benefits from the Union Security Plan shall receive from the Hollow Metal Plan the level of retiree medical benefits generally provided to retirees under the Union Security Plan immediately prior the Effective Date, provided that such persons continue to meet the eligibility requirements of the Union Security Plan as they existed immediately prior to the Effective Date (as such benefits and eligibility requirements may be amended in the future by the Hollow Metal Trustees, subject to the provisions of the following sentence), including, without limitation, the requirements that contributions continue to be made on their behalves. With respect to Former Union Security Plan Participants eligible for retire medical benefits under the preceding sentence, except as required by law, the Hollow Metal Trustees will not materially reduce the level of benefits or the eligibility requirements for such benefits for a six-year period following the Effective Date, and, after such six-year period, the Hollow Metal Trustees may amend, modify or terminate such provisions.

(d) Newly Hired Local 2682 Employees shall be eligible to receive benefits from the Hollow Metal Plan (at the level provided at the time of participation to the Former Union Security Plan Participants described in Section 5.1(b) of this Agreement) upon satisfaction of the eligibility requirements of the Hollow Metal Plan (as such benefits and eligibility requirements may be amended in the future by the

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Hollow Metal Trustees). Such Newly Hired Local 2682 Employees shall be eligible

for retiree benefits only to the extent that they satisfy the eligibility requirements for

such benefits, as they may be modified by the Hollow Metal Trustees in their sole and

absolute discretion.

(e) Except as otherwise provided in this Section 5.1, the Hollow Metal Trustees

reserve the right, in their sale and absolute discretion, to reduce, modify or eliminate

medical benefit coverage provided to active and/or retired participants under the

Hollow Metal.

(f) Former Union Security Plan Participants will not be precluded from

becoming participants in the Hollow Metal Plan on the basis of any preexisting

condition limitations under the Hollow Metal Plan.

5.2 Effective on and after the Effective Date, the Hollow Metal Trust shall pay all

benefits (i) to which Former Union Security Plan Participants became entitled under

the Union Security Plan prior to the Effective Date and (ii) to which New Union

Security Plan Participants become entitled under the Hollow Metal Plan on and after

the Effective Date.

5.3 New Union Security Plan Participants will participate in the Hollow Metal Plan

only if their employer is a contributing employer to the Hollow Metal Trust pursuant

to a collective bargaining agreement with Local 2947 or Local 2870 to which it is a

party or a participation agreement with the Hollow Metal Plan or the Hollow Metal

Plan. Effective on and after the Effective Date, the New Local 2870 and Local 2947

Employers will contribute at the premium contribution rate set forth in [he applicable

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collective bargaining agreement unless otherwise legally obligated to contribute at a different contribution rate pursuant to a subsequent written agreement. The Hollow Metal Plan and the Hollow Metal Trust shall be successors to all rights and liabilities of the Union Security Plan and Union Security Trust under the applicable collective bargaining agreements between Local 2682 and the Local 2682 Employers, including, without limitation, the right to collect delinquent contributions and the right to pursue withdrawal liabilities. If a New Local 2870 or Local 2947 Employer does not remit its required contributions on a timely basis, the Hollow Metal Trustees, in their sole and absolute discretion, may terminate the participation of the delinquent New Local 2870 or Local 2947 Employer in the Hollow Metal Plan and/or take such other action as may be permitted by the Hollow Metal Plan documents and applicable law, including. without limitation, pursuing delinquent contributions (plus penalties, damages and attorneys' fees) and ceasing to make available active and retiree medical coverage to Former Union Security Plan Participants.

ARTICLE 6. GOVERNMENT FILINGS

6.1 The Hollow Metal Trustees shall make or cause to be made in timely fashion

such other filings, and give such other notices to the IRS, the DOL, the Union Security Plan Participants, and the Hollow Metal Plan Participants, as is required by ERISA, the Code or other applicable law. The Union Security Trustees shall provide reasonable cooperation with the Hollow Metal Trustees with respect to the preceding sentence.

6.2 The Hol1ow Metal Trustees shall file IRS Form 990 for the Union Security Trust

as required by law and shall report thereon the consummation of the transaction

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contemplated by this Agreement.

ARTICLE 7. THE CLOSING OF THE MERGER

7.1 The closing ("Closing") of the merger contemplated by this Agreement shall take

place at the offices of the Hollow Metal Trust at 395 Hudson Street, New York 10014

on the Effective Date, or at such other place and at such other time as may be

mutually agreed to by the Union Security Trustees and the Hollow Metal Trustees,

upon (i) the fulfillment of the terms of this Article 7 and (ii) the non-occurrence of an

event described in Article 9 that would give rise to termination and dissolution of the

transaction contemplated hereby. All proceedings to be taken and all documents to be

executed and delivered by the Union Security Trustees in connection with the merger

contemplated herein, if any, shall be in form and substance reasonably satisfactory to

the Hollow Metal Trustees. All proceedings to be taken and all documents to be

executed and delivered by the Hollow Metal Trustees in connection with the merger

contemplated hereby, if any, shall be in form and substance reasonably satisfactory to

the Union Security Trustees. All proceedings to be taken and all documents to be

executed and delivered at the Closing shall be deemed to have been taken and executed

simultaneously, and no proceedings shall be deemed taken nor any documents executed

or delivered until all have been taken, executed or delivered.

7.2 At the Closing, the Union Security Trustees shall execute and deliver to the

Hollow Metal Trustees:

(a) All documents, instruments and agreements necessary to effectuate the

merger as contemplated herein, including, but not limited to, all bills of sale, deeds to

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real estate, bank instructions, endorsements, assignments, stock powers and other good and sufficient instruments of transfer and conveyance (in form and substance satisfactory to the Hollow Metal Trustees), as shall be effective to vest in the Hollow Metal Plan Trustees good and marketable title to all of the assets conveyed and delivered under the merger contemplated herein;

(b) A certificate (attached hereto as Exhibit 7.2) signed by the Union Security Trustees certifying that, to their Knowledge, each of the representations and warranties of the Union Security Trustees contained in this Agreement shall be true and correct in all material respects on and as of the Effective Date as though made on and as of the Effective Date;

(c) A list of the Union Security Plan Participants; and

(d) A list advising the Union Security Trust of any and all changes. as of the Effective Date, to the information provided pursuant to Section 3.5(n) herein.

7.3 At the Closing, the Hollow Metal Trustees shall deliver to the Union Security

Trustees a certificate (attached hereto as Exhibit 7.3) signed by the Hollow Metal Trustees certifying that each of the representations and warranties of the Hollow Metal Trustees contained in this Agreement shall be true and correct in all material respects on and as of the Effective Date as though made on and as of the Effective Date.

ARTICLE 8. PLAN AND TRUST AMENDMENTS

8.1 As of and prior to the Effective Date, the Union Security Trustees and the

Hollow Metal Trustees have made such amendments in their respective plans and trusts as may be required to effectuate the provisions of this Agreement and to comply with

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ERISA, the Code and other applicable laws.

8.2 The Union Security Plan (including any and all summaries of material

modifications) and the Union Security Trust, as they existed immediately prior to the Effective Date, are attached hereto as Exhibit 8.2 and are incorporated into and made a part of this Agreement.

8.3 The Hollow Metal Trustees shall have complete authority and discretion to

determine the eligibility for benefits of any New Hollow Metal Plan Participant and the Hollow Metal Trustees, within their sole discretion and subject to applicable law and any applicable collective bargaining agreement, following the Effective Date, except as explicitly stated otherwise in this Agreement. shall have the right to reduce, modify or discontinue benefits (including, without limitation, the eligibility requirements and level of benefits provided) under the HolJow Metal Plan with regard to the provisions affecting the New Hollow Metal Plan Participants (or any subgrouping thereof), or the rules and regulations governing such participants.

8.4 On or after the Effective Date, except as otherwise provided in this Agreement,

all amendments applicable to the period on or after the Effective Date to the Hollow Metal Plan shall apply uniformly to Former Union Security Plan Participants (other than those receiving retiree medical benefits) and Hollow Metal Plan Participants (including, hut not limited to, eligibility and benefits).

ARTICLE 9. TERMINATION OR DISSOLUTION

9.1 This Agreement may be terminated at any time prior to the Effective Date: (a) By the mutual written consent of the Union Security Trustees and the

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Hollow Metal Trustees;

(b) By a written agreement of the Union Security Trustees and the Hollow Metal Trustees that it would be a violation of law; or

(c) By a written agreement of the Union Security Trustees and the Hollow Metal Trustees that, as of the Effective Date, any order, stay, injunction, decree, recommendation, citation or other official action of any court of competent jurisdiction or governmental or administrative agency shall be in effect (i) that prevents the consummation of the transaction contemplated hereby; or (ii) would impose any material limitation on the ability of the Hollow Metal Trustees to effectively exercise full rights of ownership of the Union Security Trust assets.

9.2 If, after the Effective Date, (a) the IRS issues an unfavorable determination

letter, for any reason relating to the merger contemplated by this Agreement, after the parties have exhausted all administrative and judicial remedies; or (b) said merger is held to be null and void by the final judgment of a court of competent jurisdiction, said merger shall be declared null and void on the earliest date that no further action can be taken to remedy the situation (the "Null and Void Date").

9.3 On the first business day coinciding with or next following thirty (30) days after

the Null and Void Date (the "Dissolution Date"), the Hollow Metal Trustees shall return to a successor trust to the Union Security Trust, to be established on or before the Dissolution Date by the Union Security Trustees (or such other successor trustees as Local 2947/Local 2870 and the Local 2682 Employers designate) in accordance with the provisions of the agreement and declaration of trust establishing the Union

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Security Trust, assets equal to the fair market value of the assets of the Union Security Trust transferred to the Hollow Metal Trust on the Effective Date. (i) plus all income earned thereon and capital gains or losses attributable thereto; (ii) less the aggregate amount of all benefits paid by the Hollow Metal Trust to the New Hollow Metal Plan Participants and all necessary and reasonable administrative expenses attributable to the operation of the Union Security Plan and the Union Security Trust, both since the close of the last business day prior to the Effective Date, as of the Dissolution Date; and (iii) less Union Security Trust pre-merger expenses paid or payable post-merger by the Hollow Metal Trust. To the extent practicable and as reasonably determined by the Hollow Metal Trustees, the assets returned to the Union Security Successor Trust pursuant to this Section 9.3 shall be, in the aggregate, assets which are reasonably equivalent (in type, quality and diversification) to the assets in the Hollow Metal Trust immediately prior to the Dissolution Date.

9.4 If the Hollow Metal Trustees or the Union Security Trustees have cause to

believe this Agreement is null and void or terminated pursuant to the provisions of this Article 9, each will promptly notify the other party in writing, specifying the cause and the provision hereof pursuant to which such termination is made.

9.5 In the event that the merger is declared null and void pursuant to Section 9.2 of

this Article 9, no party hereto, administrators, employees, agents, advisors, professionals or other consultants (or any of their successors or assigns) will have any liability or obligation whatsoever hereunder or otherwise, except as set forth In this Article 9.

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ARTICLE 10. MISCELLANEOUS PROVISIONS

10.1 This Agreement shall be subject to such amendments as the parties hereto may mutually agree upon in writing.

10.2 This Agreement may not be amended or modified orally. No oral understandings, oral statements, oral promises or oral inducements exist.

10.3 No representations, warranties, covenants or conditions, expressed or implied, whether by statute or otherwise, other than as are set forth in this Agreement, have been made by the parties hereto.

10.4 This Agreement (including all schedules, exhibits, attachments or other documents related hereto) contains the entire agreement between the parties hereto with respect to the merger contemplated hereby and any related transactions, and supersedes all prior arrangements or understandings with respect thereto.

10.5 This Agreement, and the merger agreed to herein, shall be governed by. construed, regulated, enforced and administered in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York (without giving effect to the principles thereof relating to the conflict of laws), to the extent that such laws are not preempted by the provisions of ERISA or any other applicable laws of the United States.

10.6 This Agreement may be executed in any number of counterpart copies, each of which shall be deemed to be an original, but all of which shall be considered the same instrument.

10.7 Titles, headings and subheadings for sections and paragraphs are inserted for

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convenience of reference only, and this Agreement shall not be construed by reference to them. Wherever required by context, the singular of any word used in this Agreement shall include the plural and the plural may be read in the singular. Words used in the masculine shall be read and construed in the feminine where they would so apply.

10.8 Any person dealing with the Union Security Plan and the Hollow Metal Plan may rely upon a copy of this Agreement (and any amendments thereto) certified to be true and correct by a Trustee of the Union Security Plan or by a Trustee of the Hollow Metal Plan.

10.9 Anything in this Agreement or in any schedule, exhibit, attachment or other document executed in connection herewith (or any amendment hereof) to the contrary notwithstanding, no provision of this Agreement shall be construed so as to violate the requirements of ERISA, the Code, or other applicable law. In the event that any provision of this Agreement shall be held by any court of competent jurisdiction to be illegal, void or unenforceable. such provision shall have no effect upon and shall not impair the enforceability of any other provision of this Agreement.

10.10 Any references in this Agreement to a section of ERISA or the Code shall include a reference to any successor provision of ERISA or the Code.

I 0.11 All parties warrant and represent to each other that no broker or finder was involved in this transaction, that no commission or finder's fee is due on account of this transaction or the consummation hereof. All parties further warrant and represent to each other that no monies are payable to anyone on account of this transaction,

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except obligations to service providers (e.g. attorneys. accountants, actuaries, consultants, etc.) in the ordinary course of the performance of responsibilities necessary for the analysis and effectuation of the transaction contemplated herein. 10.12 The failure by any party to enforce any provision or provisions of this Agreement shall not in any way be construed as a waiver of any such provision or provisions. nor prevent that party thereafter from enforcing each and every other provision of this Agreement.

10.13 This Agreement and all of the provisions hereof shall be binding upon and inure solely to the benefit of the parties hereto and their respective successors and assigns. and shall not be deemed to create any third party rights in other persons or entities. 10.14 The parties hereto agree to execute, make, acknowledge, and deliver such other documents and take such other actions as may be reasonably required to effectuate the purposes of this Agreement and to consummate the transaction contemplated hereby. After the Effective Date, the Union Security Trustees shall provide reasonable assistance as necessary to the Hollow Metal Trustees in order to effectuate the purposes of this Agreement. With respect to actions taken by the Union Security Trustees after the Effective Date, as prescribed by the preceding sentence, such actions shall be taken and are intended solely to effect and consummate the purposes of this Agreement and are not intended to create any responsibilities for or to impose upon the Union Security Trustees fiduciary responsibility with respect to the Hollow Metal Plan for the period following the Effective Date.

10.15 Any dispute, claim, or grievance arisi ng from or relating to interpretation or

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application of this agreement shall be submitted to arbitration before Robert Herzog or

Roger Maher. The arbitrator shall conduct a hearing in such a manner as he shall

consider proper and shall serve as sole arbitrator of the dispute between the parties.

The parties further agree to accept the arbitrator's award as final and binding on them.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of

the day and year first above written.

BOARD OF TRUSTEES OF THE HOLLOW METAL TRUST:

BOARD OF TRUSTEES OF THE UNION SECURITY TRUST:

B~

~ ~

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Certification

The undersigned Trustees of the Hollow Metal Trust Fund hereby certify that each of the representations and warranties of the Hollow Metal Trustees contained in the certain Agreement of Merger of the Union Security Trust Fund and the Hollow Metal Trust Fund ("Merger Agreement"), dated August 8, 2007 is, to the best of their knowledge and belief, true and correct in all material respects on and as of the Effective Date as though made on and as of the Effective Date. . This certification is provided pursuant to paragraph 7.3 of the Merger Agreement.

Dated: New York, New York

UNION SECURITY TRUST FUND

Certification

The undersigned Trustees of the Union Security Trust Fund hereby

certify that each of the representations and warranties of the Union Security

Trust Fund Trustees contained III the certain Agreement of Merger of the Union

Security Trust Fund and the Hollow Metal Trust Fund ("Merger Agreement"),

dated August 8, 2007 is, to the best of their knowledge and belief, true and

correct in all material respects on and as of the Effective Date as though made

on and as of the Effective Date. This certification is provided pursuant to

paragraph 7.2 of the Merger Agreement.

Dated: New York, New York

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