AMENDMENT NO. 1 To AGREEMENT AND PLAN OF MERGER Among AUSA HOLDING COMPANY AUSA MERGER SUB, INC. and CLARK, INC.Agreement and Plan of Merger • December 13th, 2006 • Aegon Nv • Life insurance
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:
