0001063980-06-000008 Sample Contracts

SECOND MODIFICATION AGREEMENT
Modification Agreement • February 27th, 2006 • Clark Inc • Insurance agents, brokers & service • Illinois

This Second Modification Agreement (this “Amendment”) is executed as of August 29, 2005, by and among CLARK CONSULTING, INC., a Delaware corporation (“Borrower”), JP Morgan Chase Bank, NA, a national banking association (successor-in-interest by merger to Bank One, NA) (“Agent”), as administrative agent for itself and such other entities from time to time designated as “Lenders” under the Loan Agreement (herein defined) (the “Lenders”) and such Lenders .

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FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • February 27th, 2006 • Clark Inc • Insurance agents, brokers & service

This Agreement (the “Amendment”) is a First Amendment to the Employment Agreement dated January 1, 2004 (the “Agreement”) by and between Thomas M. Pyra (the “Employee”) and Clark Consulting, Inc. (the “Company”) which the parties have made and entered into and effective as of the 26th day of April, 2005.

CLARK, INC. PERFORMANCE SHARE AWARD AGREEMENT
Performance Share Award Agreement • February 27th, 2006 • Clark Inc • Insurance agents, brokers & service • Illinois

THIS PERFORMANCE SHARE AWARD AGREEMENT (the “Agreement”) is made and entered into as of October 25, 2005, between Clark, Inc., a Delaware corporation (the “Company”), and __________________ (the “Employee”), an individual currently employed by the Company or one of its subsidiaries or affiliates.

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