RESTATED AGREEMENT AND DECLARATION OF TRUST

NATIONAL ELEVATOR INDUSTRY PENSION PLAX

THIS RESTATED AGREEMENT AND DECLARATION OF TRUST, to be

effective the 31st day of December, 1975, is made and entered into this 201h of May, 1976, in the

City of Philadelphia, Pennsylvania, by Edward R. Smith, Ralph F. Bergstrom and Jesse D.

Peoples who have been appointed by the INTERNATIONAL UNION OF ELEVATOR

CONSTRUCTORS, and William K. Mukiliak, Francis X. McBride and Frank S. Aquilino who

have been appointed by the NATIONAL ELEVATOR INDUSTRY, INC., who, with their

successors, designated in the manner hereinafter provided for, are herein called the Trustees, for

and on behalf of the NATIONAL ELEVATOR INDUSTRY, INC. (hereinafter referred to as

"NEII"), its members (including those named in the Standard Agreement dated March 23, 1967,

and successor Standard Agreements, and its Benefit Plan Members), and other Employers, as

defined in Article I, Par. 3 hereof, who are contractually obligated to make contributions to the

NATIONAL ELEVATOR INDUSTRY PENSION PLAN, and the INTERNATIONAL UNION

OF ELEVATOR CONSTRUCTORS (hereinafter called the "Union"), and all of its affiliated

local unions, as set forth in the list attached to and made a part of the aforesaid Standard

Agreements.

W I T N E S S E T H

WHEREAS, the National Elevator Industry, Inc.. hereinafter referred to as "NEII"

and the International Union of Elevator Constructors. hereinafter refered to as the "Union", have

entered into a Collective Bargaining Agreement dated January 25, 1962, known as the Standard

* 6/19/2006 Working Copy. Retyped to reflect all amendments through Twelfth Amendment.

Agreement; and

WHEREAS, Article XVIII of said Standard Agreement provided for the

establishment of a Pension Trust Fund to be known as "The National Elevator Industry Pension

Plan," and said Pension Trust Fund shall provide pension benefits for elevator constructor

mechanics and helpers, which shall be financed by mutual contributions from the employers, and

elevator constructor mechanics and helpers; and

WHEREAS, Article XVIII of said Standard Agreement required the Pension Trust

Fund to be administered by a Board of six Trustees. three appointed by NEII and three appointed

by the Union, who shall have full authority and discretion to adopt a Declaration of Trust and

Plan of Pension Benefits; and

WHEREAS. in accordance with Article XVII of said Standard Agreement, there

has heretofore been entered into an Agreement and Declaration of Trust, effective the First day of

July, 1962, by and between NEII, for and on behalf of its members whose names are attached to

and made a part of the Standard Agreement dated January 25, 1962, its Associated Pension Plan

members, and other Employers, as defined in Article I, Par.3, who are contractually obligated to

make contributions to the National Elevator Industry Pension Plan, and the Union, and all of its

affiliated Local Unions, as set forth in the list attached to and made a part of the aforesaid

Standard Agreement, and certain individual trustees, which Agreement created a pension trusl

fund as therein provided: and

WHEREAS, said Agreement and Declaration oSTrust has heretofore been

amended: and

WHEREAS, it is determined to be desirable by the Trustees, the Board of

Directors of NEII and the Executive Board of the Union to amend said Agreement and

-3-

Declaration of Trust and to restate the same so as to incorporate therein all of the amendments

adopted heretofore or as part of this restatement;

NOW, THEREFORE, in consideration of the premises and mutual covenants and

agreements herein contained, it is hereby agreed that the said Agreement and Declaration of Trust

be amended in its entirety, effective December 31, 1975, to read as follows:

ARTICLE I

DEFINITIONS

Unless the context or subject matter requires otherwise, the following definitions

shall govern in this Agreement:

Par. 1. Standard Aereement. The term "Standard Agreement" shall mean the

1962-1966 Collective Bargaining Agreement, or successor Collective Bargaining Agreements in

force and effect between the Union and NEII, together with any modifications, supplements, or

amendments thereto and any other Collective Bargaining Agreement between the Union, or its

affiliated Local Unions, and an employer who is engaged in the business of furnishing, erecting,

repairing, servicing or maintaining for others, passenger or freight elevators, moving stairways or

dumbwaiters. {Modified 7/1/1994 by Ninth Amendment, effective 2/7/1995)

Par. 2. NEII and Union. The term "NEII" shall mean the National Elevator

Industry, Inc., a membership corporation organized under the laws of the State of New York: and

the term "Union" shall mean the International Union of Elevator Constructors.

Par. 3 Enlulovers The term "Employers'. means (1) the members of the National

Elevator Industry, Inc., whose names are attached to and made a part of the Standard Agreement

dated January 25,1962. or successor Standard Agreements and members who, subsequent to

-I-

January 25. 1962, authorized the National Elevator Industry, Inc. to negotiate and execute the

Standard Agreement on their behalf and its Associated Pension Members; (2) any Employers

engaged in the business of furnishing, erecting, repairing, servicing or maintaining for others,

passenger or freight elevators, moving stairways or dumbwaiters, who are now or may hereafter

become parties to the Standard Agreement or any other Collective Bargaining Agreement with

the Union or its affiliated h c a l Unions; (3) Employers employing Elevator Constructor

Mechanics and Helpers, represented by the Union, to run temporary cars, who are contractually

obligated by a signed stipulation to make contributions and do in fact make one or more

payments to the National Elevator Industry Pension Plan; (4) Local Unions of the International

Union of Elevator Constructors which are signatory to Participation Agreements with the

Trustees which provide for contributions to the National Elevator Industry Pension Plan on

behalf of employees of the Local Union covered by the Participation Agreement; (5) the National

Elevator Industry Educational Plan which is signatory to a Participation Agreement with the

Trustees which provides for contributions to the National Elevator Industry Pension Plan on

behalf of employees of the National Elevator Industry Educational Plan covered by the

Participation Agreement; and (6) the Elevator Industry Work Preservation Fund which is

signatory to a Participation Agreement with the Trustees which provides for contributions to the

National Elevator Industry Pension Plan on behalf of employees of the Elevator Industry Work

Preservation Fund covered by the Participation Agreement: provided, however, that the foregoing

references to Local Unions of the International Union of Elevator Constructors. the National

Eievator Industry Educational Plan. and the Elevator Industry Work Preservation Fund as

"Employers" shall not be deemed to convey to them any right or privilege granted by the

Agreement and Declaration of Trust to Employers who are members of XEII. {Modified

-5-

7/1/1994 by Ninth Amendment, effective 2/7/1995; modified 2/2/1998 by Tenth Amendment.

effective in accordance with the Pla11 of Pension Benefits as amended}

Par. 4. Emalovee The term "Employee(s)" shall include the following for whose

benefit periodic contributions are required to the National Elevator Industry Pension Plan:

(1) elevator constructor mechanics and helpers in the employ of Employers, provided

however, the following shall not be considered elevator constructor mechanics and

helpers and shall be excluded from participation in the Plan:

(a) any unincorporated owner; or a stockholder who directly or indirectly holds more

than one-half of one (1) percent of the stock of any entity who is an Employer

unless such stockholder is nevertheless a Collectively Bargained Employee (as

defined in the Pension Plan). In which case. contributions in an amount

established by the Trustees must be made by his Employer on behalf of such

employee and any other employees directly related by blood or marriage to such

employee employed by the same Employer and performing bargaining unit work.

This subsection (a) shall be retroactively effective with no term limit; and

(b) any person who is an officer or other corporate official of an Employer, unless

such person is nevertheless a Collectively Bargained Employee (as defined in the

Pension Plan). In which case, contributions in an amount established by the

Trustees must be made by his Employer on behalf of such employee and any other

employees directly related by blood or marriage to such employee employed by

Ibe same Employer and performing bargaining unit work. This subsection (b)

shall be retroactively effective with no term limit; and

(c) any person compensated in a lump sum: piecework or other basis which is not in

-6-

accordance with the wage scales and working conditions established by the

standard Agreement.

(2) paid employees of Local Unions of the International Union of Elevator Constructors

which the Local Unions elect to cover subject to the requirements established by the

Trustees; and

(3) paid employees of the National Elevator Industry Educational Plan (NEIEP) which

NEIEP elects to cover subject to the requirements established by the Trustees; and

(4) paid employees of the Elevator Industry Work Preservation Fund which the Fund elects to

cover subject to the requirements established by the Trustees; and

(5) other persons who meet requirements adopted by the Trustees and are included in the

Pension Plan pursuant to regulations issued by the Internal Revenue Service.

{Modified 2/7/1995 by Ninth Amendment, effective 7/1/1994: modified 2/21] 998 by Tenth

Amendment, effective in accordance with the Plan of Pension Benefits as amended: modified

5/26/1999 by Eleventh Amendment, effective 8/1/1999}

Par. 5. Beneficiary. The term "Beneficiary" shall mean a person designated by an

employee pursuant to the terms of the Plan of Pension Benefits established by the Trustees

pursuant to Article VII of this Agreement and Declaration of Trust. who is or may become

entitled to a benefit after an employee's death.

Par. 6. Agreement and Declaration of Trust or Trust Agreement. The terms

"Agreement and Declaration of Trust" or "Trust Agreement" shall mean this instrument,

including any amendments. supplements thereto, and modifications thereof.

Par. 7. m. The term "Trust" shall mean the legal entity resulting from this

Agreement and Declaration of Trust established for and on behalf of NESI and the Union by the

-7-

Trustees who receive contributions from employers and employees as defined in Pars. 3 and 4 of

this Article and hold, invest and distribute funds to or for the benefit of employees and their

beneficiaries.

Par. 8. Trust Fund. The term "Trust Fund shall mean the total of contributions

made by employers and employees. as defined in Pars. 3 and 4 of Article I, increased by profits,

gains, income and recoveries, and decreased by losses, depreciation, benefits paid and expenses

incurred in the administration of the Trust. "Trust Fund includes all assets acquired by

investment and reinvestment which are held in Trust by the Trustees.

Par. 9. Trustees. The term "Trustees" shall mean the individuals duly designated

and appointed in accordance with this Trust Agreement and any duly designated and appointed

successor Trustee or Trustees acting thereunder. The Trustees shall be the "named fiduciary" as

referred to in Section 402(a) of the Act with respect to the management, operation and

administration of the Plan of Pension Benefits and with respect to the control, management and

disposition of the assets of the Trust.

Par. 10. &. The term "Act" shall mean the Employee Retirement Income

Security Act of 1974, any amendments as may from time to time be made and any regulations

promulgated pursuant to the provisions of the said Act. Reference to any Section of ERISA

shall include any successor provision thereto.

Par. 11. Plan of Pension Benefits. The term "Plan of Pension Benefits" shall

mean the program of pension benefits established by the Trustees pursuant to Article VI1 of this

Agreement and Declaration of Trust and as the Trustees may from time to time modif}! and

amend.

ARTICLE 11

ESTABLISHMENT OF A TRUST AND TRUST FUND

Par. 1. Establishment of a Trust. There is hereby continued a Trust which shall

be known as "The National Elevator Industry Pension Plan" and which shall receive, hold, invest

and distribute a Trust Fund in accordance with this Trust Agreement.

Par. 2. Comuosition of Trust Fund. The Trust Fund shall consist of (a) such sums

of money as shall be paid to the National Elevator Industry Pension Plan by the Employers and

the Employees as contributions required by the Standard Agreement; (b) all investments made

therewith and the proceeds thereof and the income therefrom; (c) all other contributions and

payments to the Trustees from any source whatsoever to the extent permitted by law and this

Trust Agreement; and (8) supplies, property and other assets used by the Trustees in the

administration of the National Elevator Industry Pension Plan.

Par. 3. Purpose of National Elevator Industry Pension Plan. The Trust created

hereby shall be for the purpose of providing (a) pension benefits for employees and their

beneficiaries under a plan of pension benefits adopted by the Trustees; (b) the means for

financing the expenses of the Trustees in the operation and administration of the Trust, in

accordance with this Agreement and Declaration of Trust; and (c) any other such benefits as now

are, or hereafter may be authorized or permitted by law for employees and their beneficiaries and

in accordance with the provisions herein set forth. It is intended that this Trust shall be multi-

employer plan as that term is defined in Section 3(37) of the Act.

Par. 4. Irrevocable Pumose. The Trust created hereby shall constitute an

irrevocable Trust established for the exclusive benefit of Employees. in accordance with section

-9-

302(c) of the Labor-Management Relations Act of 1947, as amended by Public Law 86-257,

1959. and in accordance with the Act.

ARTICLE I11

BOARD OF TRUSTEES

Par. 1. Board of Trustees. The operation and administration of the National

Elevator Industry Pension Plan shall be the responsibility of a Board of Trustees, composed of

four (4) Employer Trustees and four (4) Union Trustees. The Employer Trustees shall be

designated by NEII and the Union Trustees shall be designated by the Union. {Modified

1/1/1989 by Sixth Amendment, effective 1/1/1989)

Par. 2. Acceptance of Trusteeship. A Trustee shall execute a written acceptance

in a form satisfactory to the Trustees and consistent with the Act and thereby shall be deemed to

have accepted the trust created and established by this Trust Agreement and to have consented to

act as Trustee and to have agreed to administer the National Elevator Industry Pension Plan as

provided herein. Such written acceptance shall be filed at the office of the Trust.

Par. 3. Form of Designation. KEII may designate, or terminate the designation of

an Employer Trustee by filing with the remaining Trustees a certified copy of a resolution

adopted by its Board of Directors, or an authorized committee thereof. The Union may. likewise,

designate or terminate the designation of a Union Trustee by filing with the remaining Trustees a

certified copy of a resolution of the Executive Board of the Union. Any such designation or

termination shall be effective on the date of the filing of such designation with the remaining

Trustees.

Par. 4. Name. The Trustees shall conduct the business of the Trust and execute

-10-

all documents and instruments in the name of the National Elevator Industry Pension Plan.

Par. 5. Reulacement of Trustees. A Trustee may resign and become and remain

fully discharged from all further duty or responsibility hereunder upon giving thirty (30) days'

notice in writing to the remaining Trustees and to the party by whom he was appointed; or such

shorter notice as the remaining Trustees may accept as sufficient. in which notice therc shall be

stated a date on which such resignation shall take effect: and such resignation shall take effect on

the date specified in the notice unless a successor Trustee shall have been appointed at an earlier

date, in which event such resignation shall take effect immediately upon the appointment of such

successor Trustee.

In the event of the termination of the designation of any Trustee, or in the event of

resignation, death, incapacity or the unwillingness of any of the Trustees to serve, NEII shall

designate the successor of any Employer Trustee and shall notify the remaining Trustees and the

Union thereof, and the Union shall designate the successor of any Union Trustee and shall notify

the remaining Trustees and NEII thereof.

Any successor Trustee designated as herein provided shall comply with Par. 2 of

this Article and without further act, become vested with all the estate rights, powers, discretion

and duties of his predecessor Trustee with like effect as if originally designated as a Trustee

herein.

Any retiring or terminated Trustee shall forthwith turn over to the remaining

Trustees at the office of the National Elevator Industry Pension Plan any and all records. books,

documents. monies. and other property in his possession which are a part of the National

Elevator Industry Pension Plan or incident to the fulfillment of the Trustees' duties and

responsibilities under this Agreement and Declaration of Trnst.

-11-

The powers of the Trustees to act as above provided shall not he impaired or

limited in any way, pending the designation of a successor Trustee to fill any vacancy.

Par. 6. Term of Trustees. A Trustee shall continue to serve until his death,

incapacity, resignation, removal or expiration of his term. The term of the Trustees shall be for

the duration of the 1962-1966 Standard Agreement and successor Agreements, or as long

thereafter as the proper consummation of the administration of the National Elevator Industry

Pension Plan shall require.

Par. 7. Payment of Trustees. The Trustees shall not receive compensation for the

performance of their duties but may be reimbursed for all reasonable and necessary expenses

which they incur in the performance of their duties, including their expenses incurred in

formulating this Trust Agreement and the Plan of Pension Benefits, as approved by the Trustees.

ARTICLE IV

MEETINGS AND DECISIONS OF TRUSTEES

Par. 1. Chairman and Co-Chairman of Trustees. The Union Trustees and

Employer Trustees shalt meet as promptly as possible after the execution of this Agreement and

Declaration of Trust and select from among their number a Chairman and Co-Chairman to serve

for a period of one year, commencing from the effective date of the beginning of payments to the

National Elevator Industry Pension Plan, to wit: July 1, 1962. In even-numbered years, the

Chairman shall be selected from among the Employer Trustees and the Co-Chairman from

among the Union Trustees. In odd-numbered years. the Chairman shall be selected from among

the Union Trustees and the Co-Chairman from among the Employer Trus~ecs.

Either the NEII Trustees or ihe Union Trustees may waive their right to the

-12-

chairmanship for a particular year. In the event of such a waiver, the Co-Chairman shall be

selected from among the Trustees exercising this right of waiver.

Par. 2. Meetin? of the Trustees. Meetings of the Trustees shall be held at such a

place, or places, as may be agreed upon by the said Chairman and Co-Chairman Trustees, and

may be called by the said Co-Chairmen Trustees upon ten (10) days written notice to the other

Trustees, and may be held at any time without notice, if all the Trustees consent thereto in

writing. The Trustees shall meet at least once each six months and at such other times as they

deem it necessary to transact their business.

Par. 3. Action bv Trustees Without Meeting. Action by the Trustees may also be

taken by them in writing, without a meeting, provided that in such case there shall be unanimous

written concurrence of all of the Trustees.

Par. 4. Ouorom. In all meetings of the Trustees, four (4) Trustees shall constitute

a quorum for the transaction of business, providing there are at least two (2) Employer Trustees

present at such meeting and at least two (2) Union Trustees present at such meeting. At all such

meetings, the Employer Trustees and the Union Trustees shall have equal voting strength.

Par. 5. Maioritv Vote of Trustees. All action by Trustees shall be by majority

decision of those voting. In the event any Employer Trustee(s) or any Union Trustee(s) is absent,

the remaining Employer or Union Trustees respectively, shall divide equally the vote(s) of the

absent Trustee(s) so that the cumulative voting strength of the Employer Trustees and the

cumulative voting strength of the Union Trustees is equal. Such majority decision shall govern

not only this Article but any portion of this Agreement and Declaration of Trust which refers to

action by the Trustees. In the event any matter presented for decision cannot be decided because

of a tie vote. the matter shall remain in status quo, pending arbitration as set forth in Article IX

-13-

hereof. {Modified 1/1/1989 by Sixth Amendment, effective 1/1/1989)

Par. 6. Minutes of Meetings. The Trustees or their designees shall keep minutes

of all meetings, but such minutes need not be verbatim. Copies of the minutes shall be sent to all

the Trustees and to such other persons as the Trustees may direct. Minutes of a meeting shall be

reviewed and approved by the Trustees at the next meeting.

Par. 7. Attendance at Meetings. All official meetings of the Trustees shall be

attended only by the Trustees and shall not be open to the public, except that such other persons

may attend as may be designated or invited by the Trustees. and as may be otherwise required by

law.

Par. 8. Office of the National Elevator lndustrv Pension Plan. The principal

office of the National Elevator Industry Pension Plan shall be located and maintained in the city

designated by the Trustees. The location of the principal office shall be made known to the

parties interested in the National Elevator Industry Pension Plan. At such office, and at such

other places as may be required by law, there shall be maintained the books and records

pertaining to the Trust and its administration. The Trustees shall have the discretion to move the

National Elevator Industry Pension Plan office at any time, and to open such additional National

Elevator Industry Pension Plan offices as are deemed appropriate by the Trustees.

ARTICLE V

POWERS AND DUTIES OF TRUSTEES

Section 1. Conduct of Trust Business. The Trustees shall have authority to

control and manage the operation and administration of the National Elevator Industry Pension

Fund and shall conduct the business and activities of the Fund in accordance with this Trust

-14-

Agreement and applicable law. The Trustees shall hold. manage and protect the Trust Fund and

collect the income therefrom and contributions thereto. The Trustees shall discharge their duties

with respect to the National Elevator Industry Pension Fund solely in the interest of the

Employees and their beneficiaries with the care, skill, prudence and diligence under the

circumstances then prevailing that a prudent man acting in a like capacity and familiar with such

matters would use in the conduct of an enterprise of like character and with like aims. Except as

provided in this Trust Agreement or as determined by the Trustees, all actions taken by the

Trustees that are fiduciary or would otherwise be considered settlor actions shall be considered

fiduciary actions within the meaning of the Act. The Trustees shall be the Named Fiduciary and

the Administrator of the National Elevator Industry Pension Fund as those terms arc defined in

the Act.

Par. 2. Use of the Trust Fund for Exuenses and to Provide Benefits. (a) The

Trustees shall have the power and authority to use and apply the Trust Fund to pay or provide for

the payment of all reasonable and necessary expenses (i) of collecting Employer and Employee

contributions and payments and other monies and property to which they may be entitled and (ii)

of administering the affairs of this Trust, including the purchase or lease of such premises,

material, supplies and equipment, the employment of such legal counsel, actuarial consultant,

investment counsel, administrative, accounting, clerical and other assistance or employees as

they ma>- find necessary or appropriate, and the performance of such other acts, as the Trustees.

in their sole discretion. find necessary or appropriate in the performance of their duties.

(b) The Trustees shall have the power and authority to use and apply the Trust

Fund to pay or provide for the payment of retirement and related benefits to eligible employees

and beneficiaries in accordance with the terms, provisions and conditions of the Plan of Pension

-15-

Benefits to be agreed upon by the Trustees pursuant to Article VII of this Trust Agreement.

Par. 3. construction and Determinations bv Trustees. Subject to the stated

purposes of the National Elevator Industry Pension Plan and the provisions of this Trust

Agreement. the Trustees shall have full and exclusive authority to determine all questions of

coverage and eligibility, methods of providing or arranging for benefits and all other related

matters. They shall have full power to exercise their discretionary authority to construe and

interpret the provisions of this Trust Agreement and the Plan of Pension Benefits, and the terms

used therein and any rules and regulations issued thereunder. Any such determination and any

such construction adopted by the Trustees in good faith shall be binding upon NEII, the Union,

Employers, employees and their beneficiaries.

Par. 4. General Powers. The Trustees are hereby empowered in addition to such

other powers as are set forth herein or conferred by law, to

(a) pay or provide for the payments of all reasonable and necessary expenses of

collecting contributions;

(b) enter into any and all contracts and agreements for carrying out the terms of

this Trust Agreement and the administration of the National Elevator Industry Pension Plan;

(c) enter into an investment contract or agreement with an insurance company or

companies for the investment and reinvestment of assets of the Trust Fund;

(d) establish such rules and regulations necessary to the effectuation of the

purposes of this Trust Agreement and not inconsistent with the terms hereof:

(e) compronlise, settle. arbitrate, and release claims or demands in favor of, or

against. the Trust or the Trustees, on such terms and conditions as the Trustees may deem

advisable: con~mence to defend any legal, equitable or administrative proceediilgs brought in

-16-

connection with the National Elevator Industry Pension Plan; and represent the National Elevator

Industry Pension Plan in all such proceedings;

(0 pay or provide for the payment of all real and personal property taxes, income

taxes, and other taxes of any and all kinds, levied or assessed under existing or future laws. upon

or in respect to the National Elevator Industry Pension Plan, or any money, property or securities

foming a part thereof;

(g) register securities or other Trust Fund property in the names of the National

Elevator Industry Pension Plan or of the Trustees, or in the names of one or more nominees of

the Trustees and to hold instruments in bearer form;

(h) establish and accumulate as part of the Trust Fund such reasonable reserve

funds as the Trustees, in their sole discretion. deem necessary or desirable to carry out the

purposes of the Trust;

(i) retain such portion of the monies of the Trust Fund in cash balances as the

Trustees may deem desirable, without any liability or interest thereon;

(j) designate an agent for service of legal process for the National Elevator

Industry Pension Plan;

(k) sell, exchange, lease, convey, mortgage or dispose of any property. whether

real or personal, at any time forming a part of the Trust Fund upon such terms as they may deem

proper, and to execute and deliver any and all instruments of conveyance, lease, mortgage and

transfer in connection therewith: and

(1) do all acts, whether or not expressly authorized herein which the Trustees may

deem necessary to accomplish the genera1 objective of enabling the Employees to obtain pension

benefits.

-17-

Par. 5. Administrator or Administrative Manaoer. The Trustees may employ an

"Administrator" (sometimes called an "Administrative Manger") directly, contract for such

services from third parties, or enter into an agreement or arrangement with the National Elevator

Industry Welfare Plan for the operation of a joint administrative office under an rldministrator

employed by both Plans. The Administrator shall operate under the direction of the Trustees or a

committee of Trustees and he shall administer the office or offices of the National Elevator

Industry Pension Plan or Joint Plan Office, coordinate and administer the accounting,

bookkeeping, data processing and clerical services, provide for the coordination of actuarial

services furnished by the consulting actuary, prepare (in co-operation where appropriate with the

consulting actuary and independent auditor) all reports and other documents to be prepared, filed

or disseminated by or on behalf of the National Elevator Industry Pension Plan in accordance

with law, assist in the collection of contributions required to be paid to the National Elevator

Industry Pension Plan by employers and employees and perform such other duties and furnish

such other services as may be assigned, delegated or directed or as may he contracted by or on

behalf of the Trustees. The Administrator shall be the custodian on behalf of the Trustees of all

documents and other records of the Trustees and of the National Elevator Industry Pension Plan.

The Trustees may also either separately or jointly with the National Elevator Industry Welfare

Plan retain the services of a consultant to serve as an Administrative and Systems Consultant to

the Trustees and who shall work with the Plan Administrator and provide services to the

administrative office as directed by the Trustees. {Modified 1/1/1989 by Sixth Amendment,

effective 1/1/1989}

In the event the Trustees contract for the services of an Administrative Manager

the contract or agreement entered into by the Trustees and the Administrative Manager shall be

-18-

referred to as the Administration Trust Agreement. The Trustees shall have full discretionary

power to incorporate in said Administration Trust Agreement such provisions as the Trustees

deem desirable for the proper management and operation of the Xational Elevator Industry

pension Plan, provided, however, the Trustees shall include in the Agreement provisions that

allow for the following:

(a) All contributions required of Employers and Employees to be made to the

National Elevator Industry Pension Plan shall be made directly to the Administrative Manager in

the manner and form determined by the Trustees.

(b) The Administrative Manager shall make such payments from the Trust Fund

held under the Administration Trust Agreement to or for the use of such persons, and at such

times and in such amounts, as the Trustees shall, from time to time, direct. Such direction by the

Trustees shall be deemed to constitute a statement by the Trustees that such payment is for the

payment of benefits under the Plan of Pension Benefits, or is for paying expenses incurred by the

Trustees in the operation and administration of the National Elevator Industry Pension Plan.

(c) The Administrative Manager shall make such transfers and/or payments from

the funds held under the Administration Trust Agreement to or for the use of the investment

manager or managers or to an Insurance Company for investment and reinvestment of the assets

of the National Elevator Industry Pension Plan, and at such times and in such amounts, as the

Trustees shall, from time to time, direct.

(d) The Administrative Manager shall annually. on such date as may be

established by the Trustees. advise each Employee who is a participant under the Plan of Pension

Benefits of the amount of pension Credits that have been accrued for his benefit under the Plan of

Pension Benefits.

-19-

(e) The Trustees, in lieu of directing the Administrative Manager to pay pension

benefits directly from the funds held under the Administration Trust Agreement, may enter into

such contract or contracts for the purchase of insured annuities which, in the Trustees' discretion,

are warranted to provide in whole or in part the pension benefits for employees retired at a

normal or automatic retirement date under the Plan of Pension Benefits. In the event the Trustees

enter into such a contract or contracts for the purchase of insured annuities, the Administrative

Manager shall, as directed by the Tntstees, make from the funds held under the Administration

Trust Agreement such payments as are required under such a contract or contracts.

(f) The Trustees shall make such provisions for consultation and reporting by the

Administrative Manager as they deem advisable, provided. however, the Administrative Manager

shall be required annually and at such time as an Administration Trust Agreement is terminated

to file with the Trustees: (i) a complete financial report; and (ii) a certified statement that the

Administrative Manager has timely filed all reports and tax returns as required under Federal and

State laws and shall furnish copies of such reports and tax returns as directed. The financial

reports submitted by the Administrative Manager shall include and incorporate the financial

reports on investments submitted to the Trustees by the investment manager(s).

(g) The Trustees may revoke the appointment of any Administrative Manager

upon sixty (60) days' notice in writing to the Administrative Manager. In such event, the

Trustees shall designate a successor Administrative Manager to act hereunder after the effective

date of such removal. Upon the direction of the Trustees. the Administrative Manager so

removed shall transfer and pay over all the funds held under the Administration Trust Agreement

to the successor Administrative Manager and shall comply with subparagraph (1) above.

(h) Cpon execution of the Administration Trust Agreement. the Trustees shall

-20-

convey and transfer to the Administrative Manager such assets as they deem necessary or

advisable for the cash requirements of the National Elevator Industry Pension Plan.

Par. 6. Investments. (a) The Trustees in their discretion shall have the power and

authority to invest. reinvest and have invested and reinvested all funds of the National Elevator

Industry Pension Plan, without distinction between principal and income, in such property, real

and personal, including but not limited to securities of the United States of America or of any of

the instrumentalities or states thereof, or any of the counties, cities, towns, villages, school

districts or other political subdivisions of any of said states, or in first mortgages of real estate, or

in construction loans, or in the common or preferred stocks, bonds or other securities of

corporations of good reputation, organized and doing business under the laws of the United

States, or of any of the States thereof, or in certificates of interest or participation in, or promises

to pay secured by groups of securities of the classes herein mentioned, or in any type of

investment authorized for trust funds by law. There shall be no limitation restricting investments

in common stock to a percentage of the Trust Fund or to a percentage of the total market value of

the Trust Fund. The Trustees shall have the authority. in respect to any stocks, bonds or other

property, real or personal, held by them as Trustees, to exercise all such rights, powers and

privileges as might be lawfully exercised by any person owning similar stocks, bonds or other

property in his own right.

(b) The Trustees in their discretion shall have the power and authority to invest or

enter into an investment contract or agreement with an insurance company or companies for the

investment and reinvestment of the funds of the Kational Elevator Industry Pension Plan.

Par. 7. Delegation and Allocation of Investment Functions. (a) The Trustees in

their discretion

-21-

(i) may appoint to be custodian of the assets of the National Elevator Pension

Plan one or more banks or trust companies or insurance companies organized and doing business

under the laws of the United States or of any State, authorized under such laws to exercise trust

powers, subject to supervision or examination by Federal or State authority. and each having at

all times a combined capital and surplus in excess of $10.000,000; may revoke the appointment

of any such custodian and may appoint a successor custodian;

(ii) may transfer to the bank or trust company or insurance company, as

custodian, all, or such part as they deem desirable, of the assets of the National Elevator Industry

Pension Plan; and

(iii) may enter into an agreement with the bank or trust company or insurance

company which shall be in such form and contain such provisions as the Trustees may deem

appropriate and consistent with the provisions of the Employee Retirement Income Security Act

of 1974. as amended, including, but not limited to provisions relating to delegating to the bank or

trust company or insurance company, as custodian, authority to hold, acquire, transfer or dispose

of the assets of the National Elevator Industry Pension Plan pursuant to the direction of the

Trustees or any investment manager duly appointed by the Trustee to manage and direct the

investment and reinvestment of such assets, the acknowledgement by the bank or trust company

or insurance company that as custodian it is a fiduciary with respect to the Trust and the Plan of

Pension Benefits formulated and adopted by the Trustees. the authority of the Trustees to amend

or terminate the agreement with the bank or trust company or insurance company, and the

authority of the Trustees to settle the accounts of the bank or trust company or insurance

company on behalf of all persons having an interest in the National Elevator Industry Pension

Plan.

-22-

(iv) may appoint one or more investment managers as defined in the Employee

Retirement Income Security Act of 1974, as amended, who shall have the power to manage.

acquire, dispose of and direct the investment and reinvestment of all or a portion of the assets of

the National Elevator Industry Pension Plan; may revoke the appointment of any such investment

manager and may appoint a successor investment manager; and

(v) may enter into an agreement with each such investment manager which shall

be in such form and contain such provisions as the Trustees may deem appropriate and consistent

with the provisions of the Employee Retirement Income Security Act of 1974, as amended.

including, but not limited to provisions relating to delegating to such investment manager the

power to manage, acquire, dispose of and direct the investment and reinvestment of all or the

portion of the assets of the national Elevator Industry Pension Plan subject to management by the

investment manager, the acknowledgement by each such investment manger that it is a fiduciary

with respect to the Trust and the Plan of Pension Benefits formulated and adopted by the

Trustees, the authority of the Trustees to amend or terminate the agreement with the investment

manager and the authority of the Trustees to settle the accounts of the investment manager on

behalf of all persons having an interest in the National Elevator Industry Pension Plan.

(vi) Without limiting the generality of the foregoing, the agreement appointing an

investment manager may authorize the investment manager to invest and reinvest the assets

under its management in interests in any trust fund that has been or shall be created and

maintained by the bank or trust company or insurance company as trustee for the collective

investment of funds of trusts for employee benefit plans qualified under Section 401(a) of the

Internal Revenue Code of 1954. as amended (or corresponding provisions of any subsequent

Federal revenue law at the time in effect). The instrument creating such trust fund, together with

-23-

any amendments, modifications or supplements thereof, being hereby. effective when and as such

investments are made, incorporated in and made a part ofthis Agreement and Declaration of

Trust as fully and to all intents and purposes as if set forth herein at length. When entered into,

the agreement with the bank or trust company or insurance company shall be taken to form a part

of this Trust Agreement and of the Plan of Pension Benefits, and all rights and benefits that may

accrue to any person under the Trust and the Plan of Pension Benefits shall be subject to all the

terms and provisions of the agreement with the bank or trust company or insurance company.

(vii) The Trustees shall not be liable either individually or as Trustees for any

acts or omissions of any custodian or investment manager (unless they participate knowingly in,

or knowingly undertake to conceal, such act or omission, knowing such act or omission to be a

breach of the custodian's or investment manager's fiduciary responsibility with respect to the

Trust and the Plan of Pension Benefits), and shall he under no obligation to invest or otherwise

manage any assets of the National Elevator Industry Pension Plan that are subject to the

management of an investment manager.

(viii) The custodian bank, trust company or insurance company shall make such

transfers and/or payments from the funds held under the custodian agreement to the

Administrative Manager, and at such times and in such amounts, as the Trustees shall, from time

to time, direct. Such direction by the Trustees shall be deemed to constitute a statement by the

Trustees that such payment is for the payment of benefits under the Plan of Pension Benefits, or

is for paying expenses incurred by the Trustees in the operation and administration of the

National Elevator Industry Pension Plan.

(ix) The Trustees shall include in their agreement with each investment manager

such pt.ovisions for consultation and reporting by the investment manager as they deem

-24-

advisable, provided, however, the investment manager shall be at least required annually and at

such times as the investment agreement is terminated to file with the Trustees: (i) a report listing

each investment, its original cost and current value; (ii) a statement of the percentage of common

stock then held and tke investment policies followed by the investment manager in investing the

funds held under the investment agreement; and (iii) a certified statement that the investment

manager has timely filed all reports and tax returns as required under Federal and State laws and

shall furnish copies of such reports and tax returns as directed.

{Modified 10/28/1980 by Second Amendment, effective 10/28/1980)

[(f) The Trustees may revoke the appointment of any investment manager upon

sixty (60) days' notice in writing to the investment manager. In such event, the Trustees may

designate a successor investment manager to act hereunder after the effective date of such

removal. Upon the direction of the Trustees, the investment manager so removed shall transfer

and pay over all the funds held under the Agreement to the successor investment manager, and

shall comply with Par. 7(e) above.]

[(g) Upon execution of the Agreement with the investment manager, the Trustees

shall convey and transfer such assets as they deem necessary or advisable for investment by the

investment manager(s).]

[Paragraphs (f) and (g) above may have been deleted by the Second Amendment.]

Par. 8. Investment Consultant. To assist the Trustees in exercising their

investment powers and authority, the Trustees are empo\vcred, if they deem it advisable. to

employ a reputable and qualified finaucial consultant to review the investment policy and types

and kinds of investments made by the Trustees and/or the investment matlager(s) of the National

Elevator Industry Pension Plan. The Trustees may, based on the advice and counsel of said

-25-

financial advisor, make recommendations to the investment manager as to general investment

policy or specific types and kinds of investments. Notwithstanding the sixty (60) days' notice

requirement in Par. 7(f) above, in the event the investment manager shall refuse or fail within a

reasonable time to comply with such recommendations, the Trustees may, upon thirty (30) days'

notice in writing, revoke the appointment of the investment manager. In such event, the Trustees

may employ or contract a successor investment manager having the qualifications hereinabove

described to act hereunder after the effective date of such removal. Upon the direction of the

Trustees, the investment manager so removed shall transfer and pay over all the funds held under

the Agreement to the successor investment manager, and shall comply with Par. 7(e) above.

Par. 9. Allocation and Delegation of Fiduciary Res~onsibilities. The Trustees

may, by resolution or by-law, allocate fiduciary responsibilities and various administrative duties

to committees or subcommittees of the Board of Trustees in their sole discretion and consistent

with the Act. Any such committee shall have those duties and powers enumerated in the

resolution establishing the committee. Any such committee shall consist of an equal number of

Employer and Employee Trustees. A quorum of a committee shall be a majority of the members

of the Committee. If the Employee Trustee group and/or the Employer Trustee group,

respectively, nominate a Trustee of their group for membership on any committee. the Chairman

shall appoint such nominee in filling any vacancy. Appointment as a member of any committee

shall be communicated to the appointee by the Administrative Manager in writing. Any

resignation of a Trustee as a committee member shall be submitted, in writing, to the

Administrative Manager who shall promptly notify the Trustees. Any appointed member of any

committee may be removed from membership in such committee by the group of Trustees

appointing him at any time for any reason.

-26-

Par. 10. Insurance. The Trustees may in their discretion obtain and maintain

policies of insurance, to the extent permitted by law. to insure themselves, the National Elevator

Industry Pension Plan as such, as well as employees or agents of the Trustees and of the National

Elevator Industry Pension Plan, while engaged in business and related activities for and on behalf

of the National Elevator Industry Pension Plan (i) with respect to liability to others as a result of

acts, errors or omissions of such Trustee or Trustees, employees or agents, respectively, provided

such insurance policy shall provide recourse by the insurer against Trustees as may be required

by law, and (ii) with respect to injuries received or property damage suffered by them. The cost

of the premiums for such policies of insurance shall be paid out of the National Elevator Industry

Pension Plan to the extent permitted by the Act.

Par. 11. Accountants and Actuaries. The Trustees shall engage one or more

independent certified public accountants and one or more enrolled actuaries to perform all

services as may be required by applicable law and such other services as the Trustees may deem

necessary.

Par. 12. Personal Liability. No Trustee shall be liable or responsible for his own

acts or for any acts or defaults of any other fiduciary or party in interest or any other person

except to the extent liability is imposed by the Employee Retirement Income Security Act of

1974.

The Trustees, to the extent permitted by applicable law. shall incur no liability in

acting upon any instrument, application. notice. request, signed letter, telegram or other paper or

document believed by them to be genuine and to contain a true statement of facts, and to be

signed by the proper person.

Par. 13. Reliance on Written lnstruments and Professional Advice. Any Trustee.

-27-

to the extent permitted by applicable law, may rely upon any instrument in writing purporting to

have been signed by a majority of the Trustees as conclusive evidence of the fact that a majority

of the Trustees have taken the action stated to have been taken in such instrument.

The Trustees may, from time to time, consuli with the National Elevator Industry

Pension Plan's legal counsel, and shall he fully protected in acting upon the advice of said legal

counsel, with respect to legal questions.

Where this Agreement and Declaration of Trust and Plan of Pension Benefits

condition actions of the Trustees upon actuarial determinations, they shall be fully protected in

acting upon the advice of a reputable enrolled actuary.

In exercising their investment powers, the Trustees shall be fully protected in

acting upon the advice of reputable investment counselors, banks or trust companies, with

respect to specific investments or general investment policies.

Par. 14. Reliance bv Others. No party dealing with the Trustees shall be

obligated to see the application to the stated Trust purposes, of any funds or property of the

National Elevator Industry Pension Plan or to see that the terms of this Trust Agreement have

been complied with or to inquire into the necessity or expediency of any act of the Trustees.

Every instrument executed by the Trustees shall be conclusive evidence in favor of every person

relying thereon that at the time of the execution of said instrument, the Trust was in full force and

effect, that the instrument was executed in accordance with the terms and conditions of this Trust

Agreement, and that the Trustees were duly authorized and empowered to execute the

instrument.

Par. 15. Liabilitv of KEII. Em~lovers. and the Cnion. NEII, Employers, and the

Union shall not be liable in any respect for any of the acts or obligations of any T~ustee or

-28-

Trustees, because such Trustee or Trustees is an officer or employee, or are officers or

employees, of, or in any way associated with, NEII, an Employer, or the Union. It is further

understood that each of the Trustees designated acts as a "representative" only in the sense in

which that word is used in Section 302(c)(5) of the Labor-Management Relations Act of 1947, as

amended by Public Law 86-257. 1959, and not as the agent of any person, firm, corporation,

voluntary unincorporated organization or association.

Par. 16. Books of Account. The Trustees shall cause to be kept true and accurate

books of account and records of all transactions of the National Elevator Industry Pension Plan

which shall be open to the inspection of each of the Trustees at all times and which shall be

audited annually or more often, and at such times as an Investment Manager Agreement or

Administration Trust Agreement is terminated, by a certified public accountant selected by the

Trustees. Such audits shall be available at all times for inspection by NEII, the Employers. the

Union, the Employees or their beneficiaries, at the principal office of the National Elevator

Industry Pension Plan.

Par. 17. Suretv Bonds. The Trustees and any employees of the Trustees who are

empowered and authorized to sign checks and handle monies of the National Elevator Industry

Pension Plan shall be bonded by a duly authorized surety company in such amounts as may be

determined, from time to time. by the Trustees. The cost of the premiums of such bonds shall be

paid out of the National Elevator Industry Pension Plan. The bonds shall be in an amount that is

at least the minimum amount required under the Act.

Par. 18. Execution of Documents. The Trustees may, in the course of conducting

the business of the National Elevator Industry Pension Plan, execute all instruments or

documents or notices in the name of the National Elevator Industry Pension Plan, which

-29-

instruments shall be signed by the Chairman and Co-Chairman. All persons shall be fully

protected in reliance that such instruments or documents or notices have been duly authorized

and are binding on the Trustees and on the National Elevator Industry Pension Plan.

Par. 19. Lnformation to Emplovccs and Beneficiaries. The Trustees shall provide

employees and their beneficiaries with such information as may be required by law.

ARTICLE VI

CONTRIBUTIONS TO THE NATIONAL ELEVATOR INDUSTRY PENSION PLAN

Par. 1 Contributions Held in Trust. Tbe Trustees shall receive and hold the

contributions herein provided for, or any other money, income, rebate, dividend or return of

premium, or property, which may be entrusted to them as Trustees hereunder, with the powers

and duties and for the uses, purposes and trusts set forth in this Trust Agreement.

Neither NEII, the Union, Employers, Employees or their beneficiaries shall have

any right, title or interest in or to the Trust Fund or any part thereof other than vesting under the

Plan of Pension Benefits. There shall be no pro-rata or other distribution of any of the assets of

the Trust Fund as a result of any Union, Employer or Group of Employees or Employers or

Employees and their beneficiaries, ceasing their participation in the National Elevator Industry

Pension Plan for any purpose or reason, except as required by law.

Par. 2. Encumbrance of Benefits. The National Elevator Industry Pension Plan

shall constitute an irrcvocable trust for the sole and exclusive benefit of Employees and their

Beneficiaries entitled to benefits under the Plan of Pension Benefits. All the benefits shall be

free from the interference and control of any creditor. and no benefits shall be subject to any

-30-

assignment or other anticipation, nor to seizure or to sale under any legal, equitable or any other

process, and in the event that any claim or benefit shall, because of any debt incurred by or

resulting from any other claim or liability against any Employee. or Beneficiary, by reason of any

sale, assignment, transfer, encumbrance, anticipation or other disposition made or attempted by

said Employee or Beneficiary, or by reason of any seizure or sale or attempted sale under any

legal, equitable or other process, or in any suit or proceeding become payable, or be liable to

become payable to any person other than the Employee or Beneficiary for whom the same is

intended, as provided herein, pursuant hereto, the Trustees shall have power to withhold payment

of such benefit to such Employee or Beneficiary until such assignment, transfer, encumbrance,

anticipation or other disposition, writ or legal process is cancelled or withdrawn in such manner

as shall be satisfactory to the Trustees. Until so cancelled or withdrawn, the Trustees shall have

the right to use and apply the benefits as the Trustees may deem best, directly for the support and

maintenance of such Employee or Beneficiary.

The Employers' contributions and payments to be paid into the National Elevator

Industry Pension Plan shall not constitute or be deemed wages due to Employees, nor shall the

Employers' contributions and payments in any manner be liable for, or subject to, the debts,

contracts, or liabilities of NEII, the Union, Employers or Employees.

No Employee shall have the right to receive any part of the Employer

contributions and payments, except as provided by the Plan of Pension Benefits adopted by the

Trustees.

Par. 3. Rate of Contribution and Pavments. Each of the Employers shall pay to

the Administrator selected by the Trustees the contributions in the amount of money per hour for

each hour of work performed by all Employees, as established by ihe Standard Agreement or

-31-

other collective bargaining agreement or participation agreement.

Par 4. Effective Date of Contributions. All contributions shall be made effective

as of the 15th. day of each month for the preceding month and shall continue to be paid as long

as the Employer is so obligated pursuant to the Standard Agreement or other collective

bargaining agreement or participation agreement. or until he ceases to be an Employer within the

meaning of this Agreement and Declaration of Trust as herein provided.

Par 5. Rules of Contributions. The Trustees shall have the power to adopt rules

and regulations relating to the submission, processing and accounting of Employer contributions

including but not limited to prescribing the time, place and manner in which contributions to the

Pension Plan are to be made by the Employer, and to prescribe the forms and reports that must be

used in submitting the contributions.

Pas 6. Collection and Enforcement. Each Employer shall be responsible only for

making the contributions and payments that it is obligated to make, as established by the

Standard Agreement or other collective bargaining agreement or participation agreement.

Nonpayment by an Employer of any contributions and payments when due shall not relieve any

other Employer of his obligation to make payments. Neither shall nonpayment by one Employer

of any contributions and payments when due impose upon any other Employer any obligation

with respect to such payments.

The Trustees shall have the power to demand and collect the contributions of the

Employer to the Fund. in addition to any other remedies to which the parties may be entitled,

any Employer in default for five (5) days will be required to pay interest on the monies due to the

Trustees at the rate charged by the Internal Revenue Service at the time of delinquency, together

with all reasonable expenses of collection incurred by the Trustees, including but not limited to

-32-

attorney's fees. The foregoing five (5) day "grace period" shall not apply to any Employer with

an outstanding obligation to the Trustees. The Trustees are further authorized and empowered to

require a bond either in cash or by recognized security to be posted in accordance with a formula

determined by the Trustees in order to insure prompt payment of contributions to the Fund. The

Trustees shall have sole discretion in establishing rules to determine when bonds shall be posted.

All Employers who become party to this Agreement and Declaration of Trust

agree to be bound by the decisions of the Trustees on delinquencies.

The Trustees may take all actions necessary to collect any amounts due the Trust

Fund. If the Trustees file suit to collect any amounts due the Trust Fund, the Trustees shall also

seek liquidated damages in the amount of twenty percent (20%) of the contributions due at the

time the lawsuit is filed. In addition to the liquidated damages authorized under the Employee

Retirement Income Security Act (ERISA), the Trustees shall also seek all interest, costs and

attorney's fees associated with collection of the delinquent contributions. The Employer agrees

that the Trustees may seek any additional contributions, interest, liquidated damages, costs and

attorney's fees that come due the Trust Fund between the date the lawsuit is filed, and the date

Judgment is entered by the Court.

Par. 7. Projection of Damages. In the event an Employer is two (2) or more

months delinquent in making the required contribution for his Employee(s), and has failed to

submit the required accounting of Employer contributions showing the Employee(s) who worked

for him and the hours worked. the Trustees are hereby empowered to project the amount of

damages by averaging the mo~lthly payments actually made by such Employer for the previous

three (3) months for which such payments were made, or the average monthly payments made by

such Employer for the previous twelve (1 2) months for which payments were made, whichever

-33-

average is greater. Such monthly average may be used as a determination of payments due for

each delinquent month, and may be used for purposes of any lawsuit, and no other proof need be

furnished by the Fund to any court, arbitrator or referee to compute the total payments due from

the Employer for all delinquent months. The Trustees shall seek interest, liquidated darnages,

costs and attorneys' fees on any estimated amounts.

Par. 8. Audit. The Trustees may, by their designated, independent Certified

Public Accountant, audit the payroll records (including payroll tax returns and all supporting

records) of any Employer at the Employer's place of business. The audit shall be conducted at

any reasonable time during the business hours of the Employer. In the event that the audit

discloses that the Employer has underpaid his contributions in an amount that is equal to or

exceeds five (5%) percent of the contributions due during the audit period, then all costs

associated with the audit shall he assessed against the Employer. If there is less than a five (5%)

percent discrepancy, then the Fund shall pay the cost of the audit. Notwithstanding the

foregoing, in any case where the Trustees have claimed in a lawsuit any amount due as disclosed

by the audit, then the Employer shall be liable for all costs associated with the audit. This right

to audit shall include the right to examine all such other books and records of the Employer as

the Trustees' independent Certified Public Accountant shall deem necessary.

Par 9. Em~lovee Data. Each Employer shall furnish at the Trustees' request

information pertaining to each of his Employees, such as age, earnings, length of service, Social

Security number and other data which the Trustees map reasonably require to carry out the

purposes of the Trust.

Par 10. Return of Contributions. In addition to the terms of Article XIII.

Paragraph 8, nothing in this Agreement and Declaration of Trust shall prevent a contribution,

-34-

which is made by an Employer by a mistake of fact, to be returned by the Trustees to such

Employer. A request for a refund must be made in writing to the Trustees within one (1) year

after the contributions were due to be paid to the Fund. A refund, if approved, shall be without

interest and shall have an amount deducted from it representing the cost to the Trust Fund of

processing the refund and making the necessary corrections to the Trust Fund records. Any such

refund shall be at the sole discretion of the Trustees.

{Modified 1/25/1980 by First Amendment, effective 1/25/1980; modified 6/5/1985 by Fourth

Amendment, effective 6/5/1985; modified 2/2/1988 by Fifth Amendment, effective 2/2/1988;

modified 911911 990 by Eighth Amendment, effective 9/19/1990)

ARTICLE VII

PLAN OF PENSION BENEFITS

Par. 1. Benefits. The Trustees shall have full disere-authority to adopt a Plan of

Pension Benefits, which lets forth eligibility requirements, type, amount, and duration of benefits

that are to be provided to eligible Employees, based on what it is actuarially determined to be

within the financial limitations of the National Elevator Industry Pension Plan, provided,

however, that no benefits, other than pension or annuity benefits, may be provided for or paid

under this Agreement and Declaration of Trust.

Par. 2. Eligibilitv Reauirements for Benefits. The Trustees shall have full

discretionary authority to determine questions of eligibility requirements for benefits, and to

adopt rules and regulations setting forth same. which shall be binding on the Employees and their

beneficiaries.

Par. 3. Written Plan of Benefits. The detailed basis on which payment of benefits

-35-

is to be made pursuant to this Trust Agreement shall be set forth in the Plan of Pension Benefits.

Such Plan of Pension Benefits shall be subject to amendment by the Trustees from time to time

as they may, in their discretion, determine. provided, however, that no such amendment that

increases the past service and/or future service benefits or involves a change in the eligibility

requirements for participation in the Plan of Pension Benefits, or in the eligibility requirements

for any benefit under the Plan of Pension Benefits shall be adopted except by a resolution

adopted by the unanimous vote of all members of the Board of Trustees following advice by the

Actuary to the Board of Trustees that any such amendment is actuarially within the financial

limitations of the Pension Trust Fund. In the event of failure to obtain an unanimous vote of the

Trustees the arbitration provisions of Article IX shall apply. The Board of Trustees shall reduce

the benefits when, and to the extent that, they are advised by the Actuary that it is necessary to

make any such reduction in order to stay within the financial limitations of the National Elevator

Industry Pension Plan. Any amendment of the Plan of Pension Benefits made by the Board of

Trustees shall he set forth in writing in an appropriate resolution of the Trustees with notice to

NEII and the Union prior to the effective date of any such amendment.

Additionally, and not by way of limitation, the Trustees may change and modify

the Plan of Pension Benefits retroactively, where they deem it necessary to maintain the

continuation of the tax exempt status of the National Elevator Industry Pension Plan or preserve

compliance with the then applicable Internal Revenue Code, the Act and other applicable federal

statutes, and any regulations or rulings issued with respect thereto. Any such retroactive

amendments made by the Board of Trustees shall be set forth in writing in an appropriate

resolution of the Trustees with notice to NEII and the Union within ten (10) days of the adoption

of said resolution.

-36-

Par. 3. Auoeals Procedure. In the event an application for benefits shall be

denied, the Trustees shall provide such Employee or beneficiary with adequate notice in writing,

setting forth the specific reasons for such denial in a manner which can be easily understood by

the Employee or beneficiary. An Employee or beneficiary whose claim for benefits has been

denied shall be afforded a full and fair review by the Trustees. To the extent provided by law, the

Trustees shall have the authority to establish rules and regulations concerning the manner in

which Employees or beneficiaries may apply for an appeal.

Par. 5. Vestinp. The Trustees, in the Plan of Pension Benefits, shall establish

standards for vesting of benefits which conform to no less than the minimum standards required

by law. No Employee or beneficiary or other person shall have any vested interest or right in the

National Elevator Industry Pension Plan except as provided by the Trustees in conformance with

the law.

Par. 6. Fundinn Policy. The Trustees shall establish a funding policy and method

consistent with the objectives of the Plan of Pension Benefits and the requirements of Title I of

the Act. The Trustees shall at least annually review such funding policy and method. The

Trustees shall endeavor to determine the Plan of Pension Benefits' short-term and long-term

objectives and financial needs, taking into account the need for liquidity to pay benefits. the need

to conserve and preserve the assets of the Trust Fund and the need for investment growth. All

actions of the Trustees taken pursuant to this paragraph shall be recorded in the minutes and

communicated to the investment manager(sj.

Par. 7. Treasun; and Labor Department Approval. The Trust and the Plan of

Pension Benefits adopted by the Trustees shall be such as will qualify for approval by the Internal

Revenue Service. United States Treasury Department, and will continue as a qualified trust and

-37-

plan so as to ensure that the Employer contributions to the National Elevator Industry Pension

Plan are proper deductions for income tax purposes. In addition, the Plan of Pension Benefits

adopted by the Trustees shall be such as will qualify for approval by the Department of Labor of

the United States Government as required by applicable law. It is tke intention of the Trustees to

be in full compliance with all the requirements of the Internal Revenue Code and the Act. The

Trustees are authorized to make whatever applications are necessary with the said Internal

Revenue Service and Department of Labor to receive and maintain approval of the Trust and the

Plan of Pension Benefits.

Par. 8. Limitation of Em~lover's and the International Union's Obligations. No

Employer or the International Union shall have any responsibility for the payment of any benefit

under the Plan of Pension Benefits. The obligation of each Employer under the Plan shall be a

several one and shall be limited to paying into the National Elevator Industry Pension Plan the

sums that it is obligated to make on behalf of its own Employees by the provisions of the

Standard Agreement or by applicable Federal statutes.

ARTICLE VlII

CONTROVERSIES AND DISPUTES

Par. 1. Reliance on Records. In any controversy, claim, demand, suit at law or

other proceeding between any employer, beneficiary or any other person and the Trustees of the

National Elevator Industry Pension Plan, the Trustees shall be entitled to rely upon any facts

appearing in the records of the Trustees, any instruments on file with the Trustees, with &Ell. the

Union or with the Employers, any facts certified to the Trustees by NEII, the Union or the

Employers, and any facts which are of public record and any other evidence pertinent to the issue

involved.

Par. 2. Subnlission to Trustees. All questions or controversies, of whatsoever

character, arising in any manner or between any parties or persons in connection with the

National Elevator Industry Pension Plan or the operation thereof, whether as to any claim for any

benefits preferred by any employee, beneficiary or any other person, or whether as to the

construction of the language or meaning of the rules and regulations adopted by the Trustees or

this Trust Agreement, or as to any writing, decision, instrument or accounts in connection with

the operation of the National Elevator Industry Pension Plan or otherwise, shall be submitted to

the Trustees, and the decision of the Trustees shall be binding upon all persons dealing with the

National Elevator Industry Pension Plan or claiming benefits thereunder.

Par. 3. Settling Dis~utes. The Trustees may in their sole discretion compromise

or settle any claim or controversy in such manner as they think best, and any majority decision

made by the Trustees in compromise or settlement of a claim or controversy, or any compromise

or settlement agreement entered into by the Trustees, shall be conclusive and binding on all

parties interested in this Trust.

ARTICLE IX

ARBITRATION

Par. 1. A~vlication of this Article. In the event the Trustees cannot decide any

matter, issue or dispute, because of tie vote, or decisions cannot be made because of the lack of a

quorum at two successive meetings of the Trustees. then in either such event, the Trustees shall

attempt to select an impartial arbitrator to hear and determine the matter. issue, or dispute,

provided, however. that (1) amendments to this Trust Agreement shall not be subject to

-39-

arbitration, and (2) in a dispute which involves an increase or decrease in the level of benefits

under the Plan of Pension Benefits, or involves a change in the eligibility requirements for

participation in the Plan of Pension Benefits, or in the eligibility requirements for any benefits

under the Plan of Pension Benefits, the impartial arbitrator shall be bound by the

recommendations of the Actuary of the National Elevator Industry Pension Plan, in rendering a

decision.

Par. 2. Imuartial Arbitrator. If the Trustees cannot agree on an impartial

arbitrator within thirty (30) calendar days, from the day it was attempted to effectuate selection of

such impartial arbitrator, an impartial arbitrator shall be selected from a list of arbitrators

furnished by the Federal Mediation and Conciliation Service. Any Trustee may request the

Federal Mediation and Conciliation Service to furnish such list of arbitrators.

If the Trustees are unable to agree on the impartial arbitrator from the list

submitted by the Federal Mediation and Conciliation Service within two (2) weeks after receipt

of such list, the Federal Mediation and Conciliation Service shall be authorized to designate an

impartial arbitrator, in accordance with the rules and regulations of the Federal Mediation and

Conciliation Service. In all instances, the Federal Mediation and Conciliation Service shall be

advised of the natnre of the dispute and shall be requested to furnish a list of arbitrators, or to

designate an arbitrator qualified and competent by training and experience to decide the

particular issue or issues involved. The hearing shall be conducted within a reasonable period of

time from the date the arbitrator has been selected or designated.

Par. 3. Awards. The decision or award of the arbitrator shall be in writing and

shall be final and binding on all parties and persons concerned. After the impartial arbitrator

receives all the evidence* his decision shall be made within a period of time that is agreed to as

-40-

being reasonable by the arbitrator, the Employer Trustees, and the Union Trustees.

Par. 4. Exoenses of Arbitration. All reasonable and necessary costs and expenses

incidental to any arbitration proceeding, including the fee, if any, of the impartial arbitrator, shall

be a proper charge against the National Elevator Industry Pension Plan, and the Trustees are

authorized and directed to pay such charges.

ARTICLE X

EXECUTION OF AGREEMENT AND DECLARATION OF TRUST

Par. 1. Countemarts. This Restated Agreement and Declaration of Trust may be

executed in one or more counterparts. The signature of a party on any counterpart shall be

sufficient evidence of his execution hereof.

Par. 2. Written Instruments. Other employers as defined in Par. 3 of Article I

may adopt and become a party to this Agreement and Declaration of Trust by executing a written

instrument prescribed by the Trustees, wherein the employer agrees to participate in the National

Elevator Industry Pension Plan, pursuant to the terms of this Trust Agreement or by executing a

collective bargaining agreement with the Union, wherein the Employer agrees to participate in

the National Elevator Industry Pension Plan, pursuant to the terms of this Trust Agreement.

ARTICLE XI

AMENDMENT TO AGREEMENT AND DECLARATION OF TRUST

Par. 1. Amendment bv Trustees. The provisions of this Agreement and

Declaration of Trust may be amended to any extent and at any time by a11 instrument in w-iting,

-41-

executed by the Trustees, provided there is attached thereto a duly certified copy of a resolution

approving such amendment adopted by the Executive Board of the Union at a regular or special

meeting called for that purpose, together with a duly certified copy of a resolution by the Board

of Directors of NEII duly approving such amendment. It being expressly understood and agreed

that no amendment shall direct any of the trust estate then in the hands of the Trustees from the

purposes of the National Elevator Industry Pension Plan.

ARTICLE XIS

TERMINATION OF TRUST

Par. 1. Bv the Tmstees. This Agreement and Declaration of Trust may be

terminated by an instrument in writing, executed by the Trustees when there is no longer in force

and effect a collective bargaining agreement requiring contributions to the National Elevator

Industry Pension Plan.

Par. 2. Procedures in Event of Termination. In the event of termination, the

Trustees shall:

(a) make provision out of the Trust Fund for the payment of any and all

obligations of the Trust, including expenses incurred up to the date of termination of the Trust

and the expenses incidental to such termination;

(b) arrange for a final audit and report of their transactions and accounts. for the

purpose of termination of their Trusteeship:

(c) give any notice and prepare and file any reports which may be required by

law; and

(d) apply the National Elevator Industry Pension Plan in accordance with the

-42-

provisions of the Plan of Pension Benefits and in accordance with the Act:

No part of the corpus or income of the National Elevator lndustry Pension Plan

shall be used for or diverted to purposes other than for the exclusive benefit of the Employees

and their beneficiaries or the administrative expenses of the National Elevator Industry Pension

Plan. Under no circumstances shall any portion of the National Elevator Industry Pension Plan

either directly or indirectly revert or accrue to the benefit of any contributing Employer, NE11 or

the Union.

Par. 3. Notification of Termination. Upon termination of the National Elevator

Industry Pension Plan, in accordance with this Article, the Trustees shall forthwith notify NEII,

the Union, Employers, and all other necessary parties. The Trustees shall continue as Trustees

for the purpose of winding up the affairs of the National Elevator Industry Pension Plan.

ARTICLE XI11

MISCELLANEOUS PROVISIONS

Par. 1. Termination of Individual Emulovers. An Employer shall cease to be an

Employer within the meaning of this Agreement and Declaration of Trust when he is no longer

contractually obligated, pursuant to a collective bargaining agreement with the Union or signed

stipulation, to make contributions to this National Elevator Industry Pension Plan.

Par. 2. Vested Rights. No Employee or any person claiming by or through an

Employee shalt have any right? title or interest in or to the National Elemtor Industry Pension

Plan, or any part thereof. except as may he specifically determined by the Trustees.

Par. 3. m. This Agreement and Declaration of Trust is accepted by the

Trtistees in the City of Philadelphia. Pennsylvania, and such place shall be deemed the situs of

-43-

the National Elevator Induswy Pension Plan created hereunder. All questions pertaining to

validity, construction and administration shall be determined in accordance with the laws of the

State of Pennsylvania.

Par. 4. Construction of Terms. Wherever any words are used in this Trust

Agreement in the masculine gender, they shall be construed as though they were also used in the

feminine gender or neuter gender, in all situations where they would so apply. Wherever any

words are used in this Trust Agreement in the singular form, they shall be construed as though

they were also used in the plural form, in all situations where they would so apply. Wxerever any

words are used in this Trust Agreement in the plural form, they shall be construed as though they

were also used in the singular form, in all situations where they would so apply.

Par. 5. Certification of Trustees' Action. The Chairman and Co-Chairman of the

Trustees may execute any certificate or document jointly, on behalf of the Trustees, and such

execution shall be deemed execution by all the Trustees. All persons having dealings with the

National Elevator Industry Pension Plan, or wit11 the Trustees, shall be fully protected in reliance

placed on such duly executed document.

Par. 6. Notice. Any notice required to be given to the Trustees, or any one or

more of them, pursuant to any provision of this Trust Agreement, shall be deemed to have been

given, if mailed to such Trustee or Trustees at the last known address of the Trustees.

Par. 7. Severability. Should any provision in this Trust Agreement, Plan of

Pension Benefits. or rules and regulations adopted thereunder. or in any collective bargaining

agreement, be deemed or held to be unlawful or invalid for any reason. such facts shail not

adversely affect the provisions herein and therein contained. unless such illegality should make

impossible or impractical the functioning of the National Elevator Industry Pension Plan and the

-44-

Plan of Pension Benefits, and in such case, the appropriate parties shall immediately adopt a new

provision to take the place of the illegal or invalid provision.

Par. 8. Refund of Contributions. In no event shall any employer, directly or

indirectly, receive any refund on contributions made by them to the Trust provided, however, that

a contribution which is made by an Employer by a mistake of fact or law may be returned within

6 months after the Trustees determine that a mistake has been made. Nor shall an employer

directly or indirectly participate in the disposition of the National Elevator Industry Pension Plan

or receive any benefits from the Trust. Upon payment of contributions to the Trustees, all

responsibilities of the employer for each contribution shall cease, and the employer shall have no

responsibilities for the acts of the Trustees, nor shall an employer be obliged to see to the

application of any funds or property of the National Elevator Industry Pension Plan or to see that

the terms of the Tmst have been complied with to the extent permitted by the Act and other

Federal statutes.

Par. 9. Withholding Payment. In the event any question or dispute shall arise as

to the proper person or persons to whom any payments shall be made hereunder, the Trustees

may withhold such payment until there shall have been made an adjudication of such question or

dispute which, in the Trustees' sole judgment, is satisfactory to them, or until the Trustees shall

have been fully protected against loss by means of such indemnification agreement or bond as

they, in their sole judgment, determine to be adequate.

Par. 10. z4rticle and Paragra~h Titles. The Article and Paragraph tities are

included solely for convenience and shall, in no event, be construed to affect or modify any par1

of the provisions of this Trust Agreement or be construed as part thereof.

-45-

IN WITNESS WHEREOF, NEII and the Union have caused this Restated

Agreement and Declaration of Trust (effective the 31st day of December, 1975) to be executed

this 20'h day of May, 1976. The execution of this instrument evidences their approval and

adoption of this Restated Agreement and Declaration of Trust.

FOR THE UNlON FOR NEIl

IS/ Richard W. Williams Is/ Robert B. Duncan

IS/ Robert M. Williams Is1 D. D. Tofanelli

Is1 James N. Elliott Is/ P. L. Martin

IN WITNESS WHEREOF, the Trustees have caused this Restated Agreement and

Declaration of Trust (effective the 3 1st day of December, 1975) to be executed this 20th day of

May, 1976. The execution of this instrument evidences their acceptance of the trust hereby

created and their agreement to be bound thereby.

TRUSTEES FOR THE UNION TRUSTEES FOR THE EMPLOYERS:

IS/ Edward R. Smith IS/ Francis X. McBride

Is1 Ralph F. Berestrom IS/ William R. Mikuiiak

IS/ Jesse D. Peoples Is/ Frank S. Aauilino