OPEB - TRUST FOR THE CITY OF PLEASANTON

accepted auditing standards (or according to other agreed -upon procedures that the Trustee approves in writing), and that the Trustee is entitled to rely upon the accountant's examination and opinion and all reports relating to the examination. (c) Except as otherwise ordered by a court having jurisdiction, no person or entity other than the Committee may require an accounting by the Trustee. (d) Notwithstanding anything in this Trust to the contrary, the Trustee will have the right at any time to petition any appropriate court for a settlement of the Trust or for the court's instructions in executing the Trustee's obligations under this Trust. 4.6 Compensation. No compensation will be paid to the Trustee for services provided under this Trust. However, the Trustee may be reimbursed from Trust assets for reasonable actual expenses related to performance of its duties under this Trust. 4.7 Limitation on Liability. (a) The Trustee will not be responsible for any act or omission, unless such act or omission is a breach of the fiduciary standards set forth in Section 2.5. (b) The Trustee will not be responsible for any act or omission of any accountant, counsel, or agent that is appointed selected and monitored in accordance with its fiduciary duty pursuant to Sections 4.3 and 2.5. (c) The Trustee will not be responsible for any selection, decision, or instruction made by the Committee. (d) The Trustee's duties under this Trust will be treated as official duties, and the Trustee will be entitled to relief from liability, and defense and indemnification, to the same extent as provided for any governmental entity, officer or employee, as applicable, in the conduct of official duties. ARTICLE V AMENDMENT AND TERMINATION 5.1 Term of the Trust. This Trust will continue until the earlier of (i) the date on which all OPEB liabilities have been satisfied, or (ii) the termination of the Trust. If all OPEB liabilities have been satisfied, this Trust will then terminate unless extended by the Employer. 5.2 Amendment of the Trust. (a) Any and all amendments to this Trust that may be required or suggested by the Internal Revenue Service for the purpose of the approval of the Trust as tax exempt under the Code may be made retroactively to the extent permitted by law. (b) The Employer may amend this Trust at any time for any reason, provided that no amendment may reduce the existing benefits of any Participant. (c) Only the Employer may amend this Trust. 5