OFFICE OF THE GENERAL EXECUTIVE BOARD ATTORNEY
LABORERS' INTERNATIONAL UNION OF NORTH AMERICA

SETTLEMENT AGREEMENT

WHEREAS, FRANK NOVIELLO is a member of Laborers' International Union of North America ("LIUNA") Local Union 79 ("Local 79"), located in New York City;

WHEREAS, FRANK NOVIELLO served as a member of the Local 79 Executive Board and as President of Local 79 until his resignation in approximately May 2004;

WHEREAS, the Office of the Inspector General and the General Executive Board Attorney ("GEB.Attorney") have conducted an investigation of allegations that FRANK NOVIELLO committed conduct that violated LIUNA's Constitution, Ethics and Disciplinary Procedure ("EDP"), and Ethical Practices Code ("EPC"), as well as federal law;

WHEREAS, the Office of the GEB Attorney has advised FRANK NOVIELLO that it has acquired evidence that would support the filing of disciplinary charges against him;

WHEREAS, FRANK NOVIELLO and the GEB Attorney wish to resolve this matter upon mutually agreeable terms, without litigation;

NOW, THEREFORE, in order to resolve this prospective disciplinary action, the Laborers International Union of North America, its Office of Inspector General, its GEB Attorney and FRANK NOVIELLO ("the Parties") agree, solely for the purposes of settlement and without admitting or denying the allegations, to settle this matter upon the following terms and conditions:

1.     FRANK NOVIELLO acknowledges that the GEB Attorney has the authority to file

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disciplinary charges against him, alleging violations of LIUNA's Constitution, the EDP, the EPC, and federal law. To avoid litigation and expense regarding this matter, FRANK NOVIELLO has voluntarily agreed immediately to resign permanently from any employment with LIUNA or any LIUNA-affiliated entities, including its benefit funds, regardless of whether such positions are paid or unpaid.

2.     FRANK NOVIELLO is permanently barred from seeking or holding any elected or appointed position as an officer, trustee, board or committee member, or employee, regardless of whether such position is paid or unpaid, in or with LIUNA or any LIUNA-affiliated entity, including its benefit funds. The GEB Attorney or Inspector General shall have the authority to terminate or suspend this bar, at their discretion and under any conditions they impose.
3.     The term "LIUNA-affiliated entity" shall mean: LIUNA; all subordinate bodies or affiliates of LIUNA, including, but not limited to Local 79; and any fund, political action committee, or other entity within LIUNA, related to LIUNA, or administered in whole or in part by individuals designated by officers, employees, members, affiliates, or subordinates of LIUNA.
4.     FRANK NOVIELLO will be allowed to remain a member in good standing of Local 79.
5.     Any violation of this Agreement will be grounds for discipline.
6.     FRANK NOVIELLO agrees that he will not seek, accept, or receive any payment, gifts, back vacation pay or thing of value, in any form whatsoever, from Local 79 or any LIUNA-affiliated entity, with the exception of any vested pension or annuity benefits to which he may be legally entitled. This Agreement is not intended to and shall not affect FRANK NOVIELLO'S entitlement to, or eligibility for any amount of such vested benefits.
7.     The GEB Attorney will not initiate disciplinary proceedings against FRANK NOVIELLO, or seek to impose any disciplinary penalty upon him, based on information currently in the

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possession or control of the GEB Attorney's Office-or the Inspector General's Office.
8.     The Parties understand that this Settlement Agreement binds only the Parties and applies only to FRANK NOVIELLO. The GEB Attorney reserves the right to pursue disciplinary action against any other persons or entities.
9.      FRANK NOVIELLO, his heirs, executors, successors and assigns fully release and forever discharge and agree to hold harmless LIUNA, the GEB Attorney, the Office of Inspector General, and their officers, employees, agents, representatives, successors or assignees, from any and all past, present and future claims, actions, causes of action, rights, liabilities, obligations and demands of every kind or character whatsoever, whether known or unknown, for damages and costs of any kind in connection with any actions taken by the Office of the GEB Attorney and the Office of the Inspector General in connection with this matter.
10.     This Settlement Agreement shall become effective upon ratification by FRANK NOVIELLO and a member of the GEB Attorney's Office. If this Settlement Agreement has not been ratified by June 11, 2004, it shall become voidable in the GEB Attorney's sole discretion.
11.     This Settlement Agreement shall be governed by the laws of the District of Columbia.
12.     This Settlement Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one instrument.
13.     This Settlement Agreement represents the full, complete, and binding resolution of the Parties with respect to all matters recited herein and can be changed, altered or modified only by written agreement, executed by all of the Parties. The Parties hereby acknowledge that there exist no representations, settlements, promises, or undertakings related to this Settlement Agreement other than those set forth in this Settlement Agreement.
14.     By executing this Settlement Agreement, the Parties acknowledge and agree that they have

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read this Settlement Agreement in its entirety, have entered into this Settlement Agreement - voluntarily, under no duress or coercion of any kind, with a full understanding of its terms and with full opportunity to consult with legal counsel to the extent they deemed necessary to understand its terms. Furthermore, FRANK NOVIELLO acknowledges that the GEB Attorney's Office has informed him of his right to be represented by legal counsel in this matter; and, in fact, that FRANK NOVIELLO is represented by legal counsel in this matter. FRANK NOVIELLO also recognizes that this Settlement Agreement is contractual in nature and enforceable in a court of law.

15. The Parties acknowledge and agree that this Settlement Agreement shall be binding on them, and on their heirs, executors, administrators, successors in interest and assigns. The Parties hereby authorize and instruct their counsel to perform all acts necessary or appropriate for the effectuation of this Settlement Agreement, and they agree to be bound by this Settlement Agreement.


IN WITNESS WHEREOF, the Parties have signed, sealed and acknowledged this Settlement Agreement as of the day and year written below their respective signatures.

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