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AGREEMENT AND PLAN OF
MERGER
Effective as of
November 1, 2006
AMENDMENT NO. 1
To
AGREEMENT AND PLAN OF MERGER
AUSA HOLDING
COMPANY, a Maryland corporation (“ Parent ”),
AUSA Merger Sub, Inc., a Delaware corporation and a wholly owned
subsidiary of Parent (“ Sub ”), and CLARK, INC.,
a Delaware corporation (the “ Company ”) hereby
agree that the AGREEMENT AND PLAN OF MERGER dated as of
November 1, 2006, by and among Parent, Sub and the Company, be
amended to (i) reflect the parties’ original intent that
consummation of the Offer be conditioned in part on the requirement
that a majority of shares of Company Common Stock beneficially
owned by Disinterested Stockholders (as hereinafter defined) be
validly tendered prior to the expiration of the Offer and
Disinterested Stockholder Approval as provided or referred to in
Section 6.01(a) and Section 7.03 was not intended to
operate as a condition to the post-Offer Merger in which dissenting
shareholders would have appraisal rights under Delaware law and
(ii) expand the list of shareholders who shall not be
considered Disinterested Stockholders, as follows:
1. Section 6.01(a),
Stockholder Approval is amended to read as
follows:
(a)
Stockholder Approval . The Company Stockholder Approval, if
required by Applicable Law, shall have been obtained.
2. The first
sentence of Section 7.03, Amendment is amended to read
as follows:
Amendment . This Agreement may be amended by the parties
hereto at any time pursuant to resolutions duly adopted by their
respective board of directors, whether before or after the Company
Stockholder Approval has been obtained; provided that after
the purchase of shares pursuant to the Offer, no amendment shall be
made which decreases the Merger Consideration, and, after the
Company Stockholder Approval has been obtained, there shall be made
no amendment that by Applicable Law requires further approval by
stockholders without the further appr
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