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A Master Trustee shall relinquish his or her office or may be removed by a majority vote of the Master Trustees ipso facto when he or she no longer serves in an official capacity with the Participating Employer by which he or she was nominated or when the Employer is no longer a Participating Employer in the Master Trust Fund . Notice of removal of a Master Trustee shall be furnished to the other Master Trustees by the Chairman of the Master Trustees and shall set forth the effective date of such removal . E . Appointment of a Successor Master Trustee. In the event a Master Trustee shall die, resign, become incapacitated, or refuse to act, a successor Master Trustee shall be elected forthwith by the Master Trustees. The notice of the election of a successor Master Trustee shall be furnished to the other Master Trustees by the Chairman of the Master Trustees, and shall be accompanied by the acceptance of the successor Master Trustee . F . Master Trustees Rights . In case of the death, resignation or refusal or inability to act of any one or more of the Master Trustees, the Master Trustees shall have the powers, rights , estates and interests of this Agreement as Master Trustees and shall be charged with the duties of this Agreement ; provided in such cases, no action may be taken unless it is concurred in by a majority of the remaining Master Trustees . G . Appointment of Chairman . The Master Trustees may appoint or remove a Chairman at any time who shall have such authority, duties and responsibilities as may be set forth in this Agreement from time to time and as provided under applicable law . Section 110 . AMENDMENT OR TERMINATION OF THIS AGREEMENT • TERMINATION OF PLANS . A . Amendment . This Agreement and the trusts created hereby may be amended in writing at any time by the concurrence of a majority of the Master Trustees . No amendment to this Agreement, which directly affects the scope of powers of the Master Trustees, terms of office or the selection of Master Trustees shall become effective without the concurrence of the Board of Directors of the Florida League of Cities, Inc . No change which specifically affects the exercise of powers by the Master Trustees or the fiduciary responsibilities of the Master Trustees to Participating Employers and Participating Employees shall be required to be approved by the Board of Directors of the Florida League of Cities, Inc . , nor shall this Section be construed to give the Board of Directors of the Florida League of Cities, Inc . the power to exercise any fiduciary responsibility of the Master Trustees or to interfere with the exercise of those responsibilities by the Master Trustees . This Agreement may not be amended so as to change its purpose as set forth herein or to permit the diversion or application of any funds of the Master Trust Fund or of the Plans for any purpose other than those specified herein . The Master Trustees, upon adoption of an amendment to this Agreement, shall send a copy of any such amendment to the Participating Employers . B . Termination . This Agreement and any trust created hereby may be terminated at any time by the Master Trustees with respect to an Employer when the Employer ' s participation in a participating Plan is terminated or when a Trust Joinder Agreement has been terminated . The Defined Contribution Pension Plan Trust may be terminated in its entirety when all of the 14 MADI_625405 .4