Amend Senate File 398 as follows:
   1.  Page 18, after line 9 by inserting: 
   <Sec. ___.  Section 490.732, subsection 4, Code 2013, is amended to read as follows:
   4.  An agreement authorized by this section shall cease to be effective when shares of the corporation are listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association
 
the corporation becomes a public corporation. If the agreement ceases to be effective for any reason, the board of directors may, if the agreement is contained or referred to in the corporation’s articles of incorporation or bylaws, adopt an amendment to the articles of incorporation or bylaws, without shareholder action, to delete the agreement and any references to it.>
   2.  By striking page 56, line 31, through page 57, line 6.
   3.  By renumbering, redesignating, and correcting internal references as necessary.

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CHARLES SCHNEIDER