OPEB - TRUST FOR THE CITY OF PLEASANTON

Trustee with respect to the investment of Trust assets. The Committee may, in its discretion, at any time engage one or more qualified investment managers to direct the Trustee with respect to all or a designated portion of the Trust assets. 2.3 Committee. (a) The Employer shall appoint the Committee to operate and administer the Trust in accordance with its terms. If no committee is so appointed, the Employer will be the Committee. (b) The Committee has plenary authority to operate and administer the Trust, including but not limited to authority to direct the investment of Trust assets. (c) The Committee has the power to construe the Trust and to determine all questions that may arise relating to (i) eligibility for benefits under the Trust, including the time and amount of any and all benefit payments, and (ii) any and all other issues that may arise under the Trust. (d) All decisions and interpretations of the Committee under the Trust will be conclusive and binding on all persons. (e) All benefit payments under the Trust will be made upon, and in accordance with, the written directions of the Committee. (f) The Committee may employ such counsel, accountants, and other agents as it deems prudent. (g) The Committee's duties under this Trust will be treated as official duties and each Committee member will be entitled to relief from liability, and defense and indemnification, to the same extent as provided for any government officer or employee in the conduct of his or her official duties. (h) The Committee may direct in writing the payment or reimbursement of reasonable expenses of administering the Trust, including payment of reasonable compensation of counsel, accountants, and other agents and any other expenses incurred by the Committee in the administration of the Trust. 2.4 Records. All acts and determinations of the Committee will be duly recorded and all such records together with such other documents as may be necessary in exercising its duties under the Trust will be preserved for no less than six years. Such records and documents will at all times be open for inspection and for the purpose of making copies by any person designated by the Employer. 2.5 Fiduciary Standards. The Committee and Trustee (and any person or entity to whom the Committee or Trustee delegates any duties) shall discharge its respective duties under this Trust solely in the interest of Participants and in accordance with governing State and federal law and the terms of the Trust. Such duties must be discharged for the exclusive purpose of providing benefits to Participants and paying expenses of the Trust. In addition, the Committee and Trustee shall discharge its respective duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity 2