Module and Segment Reference


    Exhibit
      10.29

    


     

    Supplemental
      Executive Retirement Plan of the

    Clark,
      Inc. Long Term Incentive Compensation Plan

    Master
      Plan Document

    
      

      

    

     

    


     

     

     

     

     

     

    


     

     

    


     

     

    


     

     

    Effective
      October 25, 2005

     

     

     

     

     

     

     

    Copyright
      © 2006

     

    By
      Clark Consulting, Inc.

     

    All
      Rights Reserved

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

     

    

      
        	 	 	
                Page

              
	
                ARTICLE 1

              	
                Definitions

              	
                1

              
	 	 	 
	
                ARTICLE 2

              	
                Selection,
                  Enrollment, Eligibility

              	
                5

              
	 	 	 
	
                2.1

              	
                Selection
                  by Committee

              	
                5

              
	
                2.2

              	
                Enrollment
                  and Eligibility Requirements; Commencement of
                  Participation

              	
                5

              
	 	 	 
	
                ARTICLE 3

              	
                Company
                  Contribution Amounts/ Vesting/Crediting/Taxes

              	
                6

              
	 	 	 
	
                3.1

              	
                Company
                  Contribution Amount

              	
                6

              
	
                3.2

              	
                Crediting
                  of Amounts after Benefit
                  Distribution

              	
                6

              
	
                3.3

              	
                Vesting

              	
                6

              
	
                3.4

              	
                Crediting/Debiting
                  of Company Contribution Accounts

              	
                7

              
	
                3.5

              	
                FICA
                  and Other Taxes

              	
                11

              
	 	 	 
	
                ARTICLE 4

              	
                Unforeseeable
                  Emergencies

              	
                11

              
	 	 	 
	
                4.1

              	
                Unforeseeable
                  Emergencies

              	
                11

              
	 	 	 
	
                ARTICLE 5

              	
                Retirement
                  Benefit

              	
                12

              
	 	 	 
	
                5.1

              	
                Retirement
                  Benefit

              	
                12

              
	
                5.2

              	
                Payment
                  of Retirement Benefit

              	
                12

              
	 	 	 
	
                ARTICLE 6

              	
                Termination
                  Benefit

              	
                12

              
	 	 	 
	
                6.1

              	
                Termination
                  Benefit

              	
                12

              
	
                6.2

              	
                Payment
                  of Termination Benefit

              	
                13

              
	 	 	 
	
                ARTICLE 7

              	
                Disability
                  Benefit

              	
                13

              
	 	 	 
	
                7.1

              	
                Disability
                  Benefit

              	
                13

              
	
                7.2

              	
                Payment
                  of Disability Benefit

              	
                13

              
	 	 	 
	
                ARTICLE 8

              	
                Death
                  Benefit

              	
                14

              
	 	 	 
	
                8.1

              	
                Death
                  Benefit

              	
                14

              
	
                8.2

              	
                Payment
                  of Death Benefit

              	
                14

              
	 	 	 
	
                ARTICLE 9

              	
                Beneficiary
                  Designation

              	
                14

              
	 	 	 
	
                9.1

              	
                Beneficiary

              	
                14

              
	
                9.2

              	
                Beneficiary
                  Designation; Change; Spousal Consent

              	
                14

              
	
                9.3

              	
                Acknowledgement

              	
                14

              
	
                9.4

              	
                No
                  Beneficiary Designation

              	
                14

              
	
                9.5

              	
                Doubt
                  as to Beneficiary

              	
                15

              
	
                9.6

              	
                Discharge
                  of Obligations

              	
                15

              
	 	 	 
	
                ARTICLE 10

              	
                Leave
                  of Absence

              	
                15

              
	 	 	 
	
                10.1

              	
                Paid
                  Leave of Absence

              	
                15

              
	
                10.2

              	
                Unpaid
                  Leave of Absence

              	
                15

              
	 	 	 
	
                ARTICLE 11

              	
                Termination
                  of Plan, Amendment or Modification

              	
                15

              
	 	 	 
	
                11.1

              	
                Termination
                  of Plan

              	
                15

              
	
                11.2

              	
                Amendment

              	
                16

              
	
                11.3

              	
                Plan
                  Agreement

              	
                16

              
	
                11.4

              	
                Effect
                  of Payment

              	
                16

              
	 	 	 
	
                ARTICLE 12

              	
                Administration

              	
                16

              
	 	 	 
	
                12.1

              	
                Committee
                  Duties

              	
                16

              
	
                12.2

              	
                Administration
                  Upon Change In Control

              	
                17

              
	
                12.3

              	
                Agents

              	
                17

              
	
                12.4

              	
                Binding
                  Effect of Decisions

              	
                17

              
	
                12.5

              	
                Indemnity
                  of Committee

              	
                17

              
	
                12.6

              	
                Employer
                  Information

              	
                17

              
	 	 	 
	
                ARTICLE 13

              	
                Other
                  Benefits and Agreements

              	
                18

              
	 	 	 
	
                13.1

              	
                Coordination
                  with Other Benefits

              	
                18

              
	 	 	 
	
                ARTICLE 14

              	
                Claims
                  Procedures

              	
                18

              
	 	 	 
	
                14.1

              	
                Presentation
                  of Claim

              	
                18

              
	
                14.2

              	
                Notification
                  of Decision

              	
                19

              
	
                14.3

              	
                Review
                  of a Denied Claim

              	
                19

              
	
                14.4

              	
                Decision
                  on Review

              	
                19

              
	
                14.5

              	
                Legal
                  Action

              	
                19

              
	 	 	 
	
                ARTICLE 15

              	
                Trust

              	
                19

              
	 	 	 
	
                15.1

              	
                Establishment
                  of the Trust

              	
                19

              
	
                15.2

              	
                Interrelationship
                  of the Plan and the Trust

              	
                20

              
	
                15.3

              	
                Distributions
                  From the Trust

              	
                20

              
	 	 	 
	
                ARTICLE 16

              	
                Miscellaneous

              	
                20

              
	 	 	 
	
                16.1

              	
                Status
                  of Plan

              	
                20

              
	
                16.2

              	
                Unsecured
                  General Creditor

              	
                20

              
	
                16.3

              	
                Employer’s
                  Liability

              	
                20

              
	
                16.4

              	
                Nonassignability

              	
                20

              
	
                16.5

              	
                Not
                  a Contract of Employment

              	
                21

              
	
                16.6

              	
                Furnishing
                  Information

              	
                21

              
	
                16.7

              	
                Terms

              	
                21

              
	
                16.8

              	
                Captions

              	
                21

              
	
                16.9

              	
                Governing
                  Law

              	
                21

              
	
                16.10

              	
                Notice

              	
                21

              
	
                16.11

              	
                Successors

              	
                22

              
	
                16.12

              	
                Spouse’s
                  Interest

              	
                22

              
	
                16.13

              	
                Validity

              	
                22

              
	
                16.14

              	
                Incompetent

              	
                22

              
	
                16.15

              	
                Court
                  Order

              	
                22

              
	
                16.16

              	
                Distribution
                  in the Event of Income Inclusion Under 409A

              	
                22

              
	
                16.17

              	
                Deduction
                  Limitation on Benefit Payment

              	
                23

              
	
                16.18

              	
                Insurance

              	
                23

              
	 	 	 
	 	 	 
	 	 	 


      

    

    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          Supplemental
            Executive Retirement Plan of the

          Clark,
            Inc. Long Term Incentive Compensation Plan

          Master
            Plan Document

          
            

            

          

           

          


        

      

    



    SUPPLEMENTAL
      EXECUTIVE RETIREMENT PLAN OF THE

    CLARK,
      INC. LONG TERM INCENTIVE COMPENSATION PLAN

    Effective
      October 25, 2005

    


    Purpose

     

    The
      Clark, Inc. Long Term Incentive Compensation Plan (“LTIC Plan”) is comprised of
      two components as follows: (i) a defined contribution Supplemental Executive
      Retirement Plan and (ii) a Restricted Stock Plan. The provisions pertaining
      to
      the Supplemental Executive Retirement Plan (“Plan”) of the LTIC Plan are
      contained in this document.

     

    The
      purpose of this Plan is to provide specified benefits to a select group of
      management or highly compensated Employees who contribute materially to the
      continued growth, development and future business success of Clark, Inc., a
      Delaware corporation, and its subsidiaries, if any, that sponsor this Plan.
      This
      Plan shall be unfunded for tax purposes and for purposes of Title I of
      ERISA.

     

    This
      Plan
      is intended to comply with all applicable law, including Code Section 409A
      and
      related Treasury guidance and Regulations, and shall be operated and interpreted
      in accordance with this intention. Consistent with the foregoing, and in order
      to transition the Plan to the requirements of Code Section 409A and related
      Treasury guidance and Regulations, the Committee has made available, or will
      make available, to Participants certain transition relief described more fully
      in Section 2.2(a) of this Plan. 

     

    


     

    ARTICLE
      1

     

    Definitions

     

    For
      the
      purposes of the Plan, unless otherwise clearly apparent from the context, the
      following phrases or terms shall have the following indicated
      meanings:

     

    
      	1.1  	
              “Annual
                Installment Method” shall be an annual installment payment over the number
                of years selected by the Participant in
                accordance with this Plan, calculated as follows: (i) for the first
                annual
                installment, the Participant’s vested Company Contribution Account shall
                be calculated as of the close of business on or around the
                Participant’s Benefit Distribution Date, as determined by the Committee in
                its sole discretion, and
                (ii) for remaining annual installments, the Participant’s vested Company
                Contribution Account shall be calculated on every anniversary of
                such
                calculation date, as applicable. Each annual installment shall be
                calculated by multiplying this balance by a fraction, the numerator
                of
                which is one and the denominator of which is the remaining number
                of
                annual payments due the Participant. By way of example, if the Participant
                elects a ten (10) year Annual Installment Method for the Retirement
                Benefit, the first payment shall be 1/10 of the vested Company
                Contribution Account, calculated as described in this definition.
                The
                following year, the payment shall be 1/9 of the vested Company
                Contribution Account, calculated as described in this definition.
                

            


    

     

    
      	1.2  	
              “Beneficiary”
                shall mean one or more persons, trusts, estates or other entities,
                designated in accordance with Article 9, that are entitled to receive
                benefits under this Plan upon the death of a
                Participant.

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    
      	1.3  	
              “Beneficiary
                Designation Form” shall mean the form established from time to time by the
                Committee that a Participant completes, signs and returns to the
                Committee
                to designate one or more
                Beneficiaries.

            


    

     

    
      	1.4  	
              “Benefit
                Distribution Date” shall mean the date that triggers distribution of a
                Participant’s vested Company Contribution Account. A Participant’s Benefit
                Distribution Date shall be determined upon the occurrence of any
                one of
                the following:

            


    

     

    
      	(a)  	
              If
                the Participant Retires, his or her Benefit Distribution Date shall
                be the
                last day of the six-month period immediately following the
                date on which the Participant Retires; provided, however, in the
                event the
                Participant changes his or her Retirement Benefit election in accordance
                with Section 5.2(b),
                his or her Benefit Distribution Date shall be postponed in accordance
                with
                Section 5.2(b);
                or 

            


    

     

    
      	(b)  	
              If
                the Participant experiences a Termination of Employment, his or her
                Benefit Distribution Date shall be the last day of the six-month
                period
                immediately following the date on which the Participant experiences
                a
                Termination of Employment; provided, however, in the event the Participant
                changes his or her Termination Benefit election in accordance with
                Section
                6.2(b),
                his or her Benefit Distribution Date shall be postponed in accordance
                with
                Section 6.2(b);
                or 

            


    

     

    
      	(c)  	
              The
                date on which the Committee is provided with proof that is satisfactory
                to
                the Committee of the Participant’s death, if the Participant dies prior to
                the complete distribution of his or her vested Company Contribution
                Account; or

            


    

     

    
      	(d)  	
              The
                date on which the Participant becomes Disabled.


            


    

     

    
      	1.5  	
              “Board”
                shall mean the board of directors of the
                Company.

            


    

     

    
      	1.6  	
              “Change
                in Control” shall mean any “change in control event” as defined in
                accordance with Code Section 409A and related Treasury guidance and
                Regulations.

            


    

     

    
      	1.7  	
              “Claimant”
                shall have the meaning set forth in Section 14.1.

            


    

     

    
      	1.8  	
              “Code”
                shall mean the Internal Revenue Code of 1986, as it may be amended
                from
                time to time.

            


    

     

    
      	1.9  	
              “Committee”
                shall mean the committee described in
                Article 12.

            


    

     

    
      	1.10  	
              “Company”
                shall mean Clark, Inc., a Delaware corporation, and any successor
                to all
                or substantially all of the Company’s assets or
                business.

            


    

     

    
      	1.11  	
              “Company
                Contribution Account” shall mean (i) the sum of the Participant’s Company
                Contribution Amounts, plus (ii) amounts credited or debited to the
                Participant’s Company Contribution Account in accordance with this Plan,
                less (iii) all distributions made to the Participant or his or her
                Beneficiary pursuant to this Plan that relate to the Participant’s Company
                Contribution Account. The Company Contribution Account shall be a
                bookkeeping entry only and shall be utilized solely as a device for
                the
                measurement and determination of the amounts to be paid to a Participant,
                or his or her designated Beneficiary, pursuant to this
                Plan.

            


    

     

    
      	1.12  	
              “Company
                Contribution Amount” shall mean, for any one Plan Year, the amount
                determined in accordance with Section 3.1.

            


    

     

    
      	1.13  	
              “Death
                Benefit” shall mean the benefit set forth in
                Article 8.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
      	1.14  	
              “Disability”
                or “Disabled” shall mean that a Participant is (i) unable to engage in any
                substantial gainful activity by reason of any medically determinable
                physical or mental impairment which can be expected to result in
                death or
                can be expected to last for a continuous period of not less than
                12
                months, or (ii) by reason of any medically determinable physical
                or mental
                impairment which can be expected to result in death or can be expected
                to
                last for a continuous period of not less than 12 months, receiving
                income
                replacement benefits for a period of not less than 3 months under
                an
                accident or health plan covering employees of the Participant’s Employer.
                For purposes of this Plan, a Participant shall be deemed Disabled
                if
                determined to be totally disabled by the Social Security Administration,
                or if determined to be disabled in accordance with the applicable
                disability insurance program of such Participant’s Employer, provided that
                the definition of “disability” applied under such disability insurance
                program complies with the requirements in the preceding
                sentence.

            


    

     

    
      	1.15  	
              “Disability
                Benefit” shall mean the benefit set forth in
                Article 7.

            


    

     

    
      	1.16  	
              “Election
                Form” shall mean the form, which may be in electronic format, established
                from time to time by the Committee that a Participant completes,
                signs and
                returns to the Committee to make an election under the
                Plan.

            


    

     

    
      	1.17  	
              “Employee”
                shall mean a person who is an employee of any
                Employer.

            


    

     

    
      	1.18  	
              “Employer(s)”
                shall mean the Company and/or any of its subsidiaries (now in existence
                or
                hereafter formed or acquired) that have been selected by the Board
                to
                participate in the Plan and have adopted the Plan as a
                sponsor.

            


    

     

    
      	1.19  	
              “ERISA”
                shall mean the Employee Retirement Income Security Act of 1974, as
                it may
                be amended from time to time.

            


    

     

    
      	1.20  	
              “First
                Plan Year” shall mean the period beginning October 25, 2005 and ending
                December 31, 2005. 

            


    

     

    
      	1.21  	
              “LTIC
                Plan” shall mean the Clark, Inc. Long Term Incentive Compensation Plan,
                effective October 25, 2005.

            


    

     

    
      	1.22  	
              “Participant”
                shall mean any Employee (i) who is selected to participate in the
                Plan, (ii) who submits an executed Plan Agreement, Election Form and
                Beneficiary Designation Form, which are accepted by the Committee,
                and
                (iii) whose Plan Agreement has not
                terminated.

            


    

     

    
      	1.23  	
              “Plan”
                shall mean the Supplemental Executive Retirement Plan of the Clark,
                Inc.
                Long Term Incentive Compensation Plan, which shall be evidenced by
                this
                instrument and by each Plan Agreement, as they may be amended from
                time to
                time.

            


    

     

    
      	1.24  	
              “Plan
                Agreement” shall mean a written agreement, as may be amended from time to
                time, which is entered into by and between an Employer and a Participant.
                Each Plan Agreement executed by a Participant and the Participant’s
                Employer shall provide for the entire benefit to which such Participant
                is
                entitled under the Plan; should there be more than one Plan Agreement,
                the
                Plan Agreement bearing the latest date of acceptance by the Employer
                shall
                supersede all previous Plan Agreements in their entirety and shall
                govern
                such entitlement. The terms of any Plan Agreement may be different
                for any
                Participant, and any Plan Agreement may provide additional benefits
                not
                set forth in the Plan or limit the benefits otherwise provided under
                the
                Plan; provided, however, that any such additional benefits or benefit
                limitations must be agreed to by both the Employer and the
                Participant.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
      	1.25  	
              “Plan
                Year” shall, except for the First Plan Year, mean a period beginning on
                January 1 of each calendar year and continuing through December 31
                of such
                calendar year. 

            


    

     

    
      	1.26  	
              “Retirement”,
                “Retire(s)” or “Retired” shall mean separation from service with all
                Employers for any reason other than death or Disability, as determined
                in
                accordance with Code Section 409A and related Treasury guidance and
                Regulations, on or after the attainment of age sixty-two (62).
                

            


    

     

    
      	1.27  	
              “Retirement
                Benefit” shall mean the benefit set forth in
                Article 5.

            


    

     

    
      	1.28  	
              “Stock”
                shall mean Clark, Inc. common stock or any other equity securities
                of the
                Company designated by the
                Committee.

            


    

     

    
      	1.29  	
              “Terminate
                the Plan”, “Termination of the Plan” shall mean a determination by an
                Employer’s board of directors that (i) all
                of
                its Participants shall no longer be eligible to participate in the
                Plan
                and (ii) such Participants shall no longer be eligible to receive
                company
                contributions under this Plan.

            


    

     

    
      	1.30  	
              “Termination
                Benefit” shall mean the benefit set forth in
                Article 6.

            


    

     

    
      	1.31  	
              “Termination
                of Employment” shall mean the separation from service with all Employers,
                voluntarily or involun-tarily, for any reason other than Retirement,
                Disability or death, as determined in accordance with Code Section
                409A
                and related Treasury guidance and Regulations.


            


    

     

    
      	1.32  	
              “Trust”
                shall mean one or more trusts established by the Company in accordance
                with Article 15. 

            


    

     

    
      	1.33  	
              “Unforeseeable
                Emergency” shall mean a severe financial hardship of the Participant or
                his or her Beneficiary resulting from (i) an illness or accident of
                the Participant or Beneficiary, the Participant’s or Beneficiary’s spouse,
                or the Participant’s or Beneficiary’s dependent (as defined in Code
                Section 152(a)), (ii) a loss of the Participant’s or Beneficiary’s
                property due to casualty, or (iii) such other similar extraordinary
                and unforeseeable circumstances arising as a result of events beyond
                the
                control of the Participant or the Participant’s Beneficiary, all as
                determined in the sole discretion of the
                Committee.

            


    

     


    
      
         

         

        
        

      

      
        4

        
          

        

      

      
        
        

         

      

    


    ARTICLE
      2

     

    Selection,
      Enrollment, Eligibility

     

    
      	2.1  	
              Selection
                by Committee.
                Participation in the Plan shall be limited to a select group of management
                or highly compensated Employees. From that group, the Committee shall
                select, in its sole discretion, those individuals who may actually
                participate in this Plan. 

            


    

     

    
      	2.2  	
              Enrollment
                and Eligibility Requirements; Commencement of
                Participation. 

            


    

     

    
      	(a)  	
              As
                a condition to participation, each selected Employee who is eligible
                to
                participate in the Plan shall complete, execute and return to the
                Committee a Plan Agreement, an Election Form and a Beneficiary Designation
                Form, prior to the first day of such Plan Year, or such other earlier
                deadline as may be established by the Committee in its sole discretion.
                In
                addition, the Committee shall establish from time to time such other
                enrollment requirements as it determines, in its sole discretion,
                are
                necessary. 

            


    

     

    Notwithstanding
      anything in this Plan to the contrary, the Committee may, as permitted by Code
      Section 409A and related Treasury guidance or Regulations, provide a limited
      period in which designated Participants may make this initial distribution
      election as to the form or timing in which Plan benefits will be paid, by
      submitting an Election Form on or before the deadline established by the
      Committee, which shall be no later than December 31, 2006. The Committee shall
      interpret all provisions relating to an election submitted in accordance with
      this Section in a manner that is consistent with Code Section 409A and related
      Treasury guidance or Regulations. If any such distribution election either
      (i)
      relates to payments that a Participant would otherwise receive in 2006, or
      (ii)
      would cause payments to be made in 2006, such election shall not be
      effective.

     

    
      	(b)  	
              An
                Employee who first becomes eligible to participate in this Plan after
                the
                first day of a Plan Year must complete, execute and return to the
                Committee a Plan Agreement, an Election Form, and a Beneficiary
                Designation Form within thirty (30) days after he or she first becomes
                eligible to participate in the Plan, or within such other earlier
                deadline
                as may be established by the Committee, in its sole discretion, in
                order
                to participate for that Plan Year. In such event, such person’s
                participation in this Plan shall not commence earlier than the date
                determined by the Committee pursuant to Section 2.2(c). 

            


    

     

    
      	(c)  	
              Each
                selected Employee who is eligible to participate in the Plan shall
                commence participation in the Plan on the date that the Committee
                determines, in its sole discretion, that the Employee has met all
                enrollment requirements set forth in this Plan and required by the
                Committee, including returning all required documents to the Committee
                within the specified time period. 

            


    

     

    
      	(d)  	
              If
                an Employee fails to meet all requirements contained in this Section
                2.2
                within the period required, that Employee shall not be eligible to
                participate in the Plan during such Plan Year.


            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      3

     

    Company
      Contribution Amounts/

    Vesting/Crediting/Taxes

     

    
      	3.1  	
              Company
                Contribution Amount.
                For each Plan Year, an Employer may be required to credit amounts
                to a
                Participant’s Company Contribution Account (i) as addressed in employment
                or other agreements entered into between the Participant and the
                Employer
                and/or (ii) as specified and approved by the Committee pursuant to
                the
                LTIC Plan.
                The Company Contribution Amount described in this Section 3.1,
                if any, shall be credited on a date or dates prescribed by such agreements
                or a date or dates determined by the Committee, in its sole
                discretion.

            


    

     

    
      	3.2  	
              Crediting
                of Amounts after Benefit Distribution.
                Notwithstanding any provision in this Plan to the contrary, should
                the
                complete distribution of a Participant’s vested Company Contribution
                Account occur prior to the date on which any portion of the Company
                Contribution Amount would otherwise be credited to the Participant’s
                Company Contribution Account, such amounts shall not be credited
                to the
                Participant’s Company Contribution Account, but shall be paid to the
                Participant in a manner determined by the Committee, in its sole
                discretion. 

            


    

     

    
      	3.3  	
              Vesting. 

            


    

     

    
      	(a)  	
              A
                Participant shall be vested in his or her Company Contribution Amount
                in
                accordance with the vesting schedule(s) set forth in his or her Plan
                Agreement, employment agreement or any other agreement entered into
                between the Participant and his or her Employer. If not addressed
                in such
                agreements or if related to any Company Contribution Amount approved
                by
                the Committee pursuant to the LTIC Plan, a Participant shall vest
                in his
                or her Company Contribution Amount in accordance with the schedule
                set
                forth below; provided, however, the Participant must remain in continuous
                service of the Employer as an Employee through the last day of each
                5-year
                vesting period in order to receive vesting credit for the applicable
                Company Contribution Amount. A new vesting schedule shall apply to
                each
                Company Contribution Amount credited to the Participant’s Company
                Contribution Account.

            


    

     

    
      	
               

              Service
                Period Elapsed following Crediting of Company Contribution
                Amount

               

            	
               

              Vested
                Percentage

               

            
	
              Less
                than 5 years

            	
              0%

            
	
              5
                years or more

            	
              100%

            


    

     

    For
      purposes of applying the vesting provisions above, the Company Contribution
      Amount approved by the Committee pursuant to the LTIC Plan for 2005 will be
      deemed to have been credited to the Participant’s Company Contribution Account
      on January 1, 2005, and shall become vested on December 31, 2009 provided the
      Participant remains in continuous service through such date. Similarly, the
      Company Contribution Amount approved by the Committee pursuant to the LTIC
      Plan
      for 2006 will be deemed to have been credited to the Participant’s Company
      Contribution Account on February 1, 2006, and shall become vested on January
      31,
      2011, provided the Participant remains in continuous service through such
      date.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
      	(b)  	
              Notwithstanding
                anything to the contrary contained in this Section 3.3,
                in the event of a Change in Control, or upon a Participant’s death while
                employed by an Employer or Disability, a Participant’s Company
                Contribution Account shall immediately become 100% vested (if it
                is not
                already vested in accordance with the above vesting schedule). In
                addition, subject to the terms set forth in Section 3.3(c), a
                Participant’s Company Contribution Account shall immediately become 100%
                vested upon a Participant’s Retirement.


            


    

     

    
      	(c)  	
              Notwithstanding
                Section 3.3(b), if the Committee, in its sole discretion, determines
                that
                a Participant’s employment with the Company was terminated for “cause” (as
                defined in the Participant’s employment agreement), the Participant’s
                Company Contribution Account shall not become 100% vested (if it
                is not
                already vested in accordance with the vesting schedule in 3.3(a))
                upon
                such Participant’s Retirement.

            


    

     

    
      	(d)  	
              If
                a Participant has a tax gross-up provision under an employment agreement
                with respect to excise taxes imposed under Code Sections 280G or
                4999, any
                such excise taxes relating to the vesting of a Participant’s Company
                Contribution Account in connection with a Change in Control shall
                be
                grossed-up in the same way as other compensation and benefits are
                grossed-up under the applicable employment agreement. If a Participant
                does not have an applicable tax gross-up provision, any excise taxes
                relating to the vesting of the Participant’s Company Contribution Account
                in connection with a Change in Control shall be fully grossed-up
                if the
                vesting of a Participant’s Company Contribution Account by itself results
                in “excess parachute payments” as defined in Code Section 280G.
                

            


    

     

    
      	3.4  	
              Crediting/Debiting
                of Company Contribution Accounts.
                In accordance with, and subject to, the rules and procedures that
                are
                established from time to time by the Committee, in its sole discretion,
                amounts shall be credited or debited to a Participant’s Company
                Contribution Account in accordance with the following
                rules:

            


    

     

    
      	(a)  	
              Measurement
                Funds.
                Subject to the restrictions found in Section 3.4(c)
                below, the Participant may elect one or more of the measurement funds
                selected by the Committee, in its sole discretion, which are based
                on
                certain mutual funds (the “Measurement Funds”), for the purpose of
                crediting or debiting additional amounts to his or her Company
                Contribution Account. As necessary, the Committee may, in its sole
                discretion, discontinue, substitute or add a Measurement Fund. Each
                such
                action will take effect as of the first day of the first calendar
                quarter
                that begins at least thirty (30) days after the day on which the
                Committee
                gives Participants advance written notice of such change. 

            


    

     

    
      	(b)  	
              Election
                of Measurement Funds.
                Subject to the restrictions found in Section 3.4(c)
                below,
                a
                Participant, in connection with his or her initial election in accordance
                with Section 2.2 above, shall elect, on the Election Form, one or
                more
                Measurement Fund(s) (as described in Section 3.4(a)
                above) to be used to determine the amounts to be credited or debited
                to
                his or her Company Contribution Account. If a Participant does not
                elect
                any of the Measurement Funds as described in the previous sentence,
                the
                Participant’s Company Contribution Account shall automatically be
                allocated into the money market Measurement Fund.
                

            


    

     


    
      
        


         

        
        

      

      
        7

        
          

        

      

      
        
        

         

      

    


    For
      purposes of determining additional amounts to be credited to the Participant’s
      Company Contribution Account, the Company Contribution Amount approved by the
      Committee pursuant to the LTIC Plan for 2005 shall be deemed to have been
      credited to a Participant’s Company Contribution Account on December 31, 2005,
      and the Company Contribution Amount approved by the Committee pursuant to the
      LTIC Plan for 2006 shall be deemed to have been credited to a Participant’s
      Company Contribution Account on February 1, 2006. These contributions shall
      be
      deemed to be allocated to the money market Measurement Fund on such dates and
      deemed to remain in this fund until a reallocation election is made by the
      Participant in accordance with this Section.

     

    Subject
      to the restrictions found in Section 3.4(c)
      below, the Participant may (but is not required to) elect, by submitting an
      Election Form to the Committee that is accepted by the Committee, to add or
      delete one or more Measurement Fund(s) to be used to determine the amounts
      to be
      credited or debited to his or her Company Contribution Account, or to change
      the
      portion of his or her Company Contribution Account allocated to each previously
      or newly elected Measurement Fund. If an election is made in accordance with
      the
      previous sentence, it shall apply as of the first business day deemed reasonably
      practicable by the Committee, in its sole discretion, and shall continue
      thereafter for each subsequent day in which the Participant participates in
      the
      Plan, unless changed in accordance with the previous sentence. Notwithstanding
      the foregoing, the Committee, in its sole discretion, may impose limitations
      on
      the frequency with which one or more of the Measurement Funds elected in
      accordance with this Section may be added or deleted by such Participant;
      furthermore, the Committee, in its sole discretion, may impose limitations
      on
      the frequency with which the Participant may change the portion of his or her
      Company Contribution Account allocated to each previously or newly elected
      Measurement Fund. 

     

    
      
        
        

      

      
        
          8

        

        
          

        

      

      
        
        

      

    

    
      	(c)  	
              Clark,
                Inc. Stock Unit Fund Measurement Fund.

            


    

     

    
      	(i)  	
              A
                Participant may elect to allocate any portion of his or her new company
                contributions and/or re-allocate any portion of his or her Company
                Contribution Account to the Clark, Inc. Stock Unit Fund Measurement
                Fund.
                Notwithstanding the preceding sentence, the Committee may postpone
                any
                allocation or re-allocation that would otherwise be made in a period
                in
                which the Participant would be prohibited (by Company policy or otherwise)
                from acquiring equity securities of the Company until after such
                period
                has expired. However, a Participant may not re-allocate any portion
                of his
                or her Company Contribution Account from the Clark, Inc. Stock Unit
                Fund
                Measurement Fund to any other Measurement Fund. Amounts allocated
                to the
                Clark, Inc. Stock Unit Fund Measurement Fund shall only be distributable
                in actual shares of Stock, except that a fractional share, if any,
                shall
                be paid in cash. 

            


    

     

    
      	(ii)  	
              Any
                stock dividends, cash dividends or other non-cash dividends that
                would
                have been payable on the Stock credited to a Participant’s Company
                Contribution Account shall be credited to the Participant’s Company
                Contribution Account in the form of additional shares of Stock and
                shall
                automatically and irrevocably be deemed to be re-invested in the
                Clark,
                Inc. Stock Unit Fund Measurement Fund until such amounts are distributed
                to the Participant. The number of shares credited to the Participant
                for a
                particular stock dividend shall be equal to (a) the number of shares
                of
                Stock credited to the Participant’s Company Contribution Account as of the
                payment date for such dividend in respect of each share of Stock,
                multiplied by (b) the number of additional shares of Stock actually
                paid
                as a dividend in respect of each share of Stock. The number of shares
                credited to the Participant for a particular cash dividend or other
                non-cash dividend shall be equal to (a) the number of shares of Stock
                credited to the Participant’s Company Contribution Account as of the
                payment date for such dividend in respect of each share of Stock,
                multiplied by (b) the fair market value of the dividend, divided
                by (c)
                the “fair market value” of the Stock on the payment date for such
                dividend. 

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    
      	(iii)  	
              The
                value of a Participant’s Company Contribution Account that has been
                allocated to the Clark, Inc. Stock Unit Fund may be adjusted by the
                Committee, in its sole discretion, to prevent dilution or enlargement
                of a
                Participant’s rights in the event of any reorganization, reclassification,
                stock split, or other unusual corporate transaction or event which
                affects
                the value of the Stock.

            


    

     

    
      	(iv)  	
              For
                purposes of this Section 3.4,
                the fair market value of the Stock shall be determined by the Committee
                in
                its sole discretion. 

            


    

     

    
      	(d)  	
              Proportionate
                Allocation.
                In making any election described in Section 3.4(b)
                above, the Participant shall specify on the Election Form, in increments
                of one percent (1%), the percentage of his or her Company Contribution
                Account or Measurement Fund, as applicable, to be
                allocated/reallocated.

            


    

     

    
      	(e)  	
              Crediting
                or Debiting Method.
                The performance of each Measurement Fund (either positive or negative)
                will be determined on a daily basis based on the manner in which
                such
                Participant’s Company Contribution Account has been hypothetically
                allocated among the Measurement Funds by the
                Participant.

            


    

     

    
      	(f)  	
              No
                Actual Investment.
                Notwithstanding any other provision of this Plan that may be interpreted
                to the contrary, the Measurement Funds are to be used for measurement
                purposes only, and a Participant’s election of any such Measurement Fund,
                the allocation of his or her Company Contribution Account thereto,
                the
                calculation of additional amounts and the crediting or debiting of
                such
                amounts to a Participant’s Company Contribution Account shall not
                be
                considered or construed in any manner as an actual investment of
                his or
                her Company Contribution Account in any such Measurement Fund. In
                the
                event that the Company or the Trustee (as that term is defined in
                the
                Trust), in its own discretion, decides to invest funds in any or
                all of
                the investments on which the Measurement Funds are based, no Participant
                shall have any rights in or to such investments themselves. Without
                limiting the foregoing, a Participant’s Company Contribution Account shall
                at all times be a bookkeeping entry only and shall not represent
                any
                investment made on his or her behalf by the Company or the Trust;
                the
                Participant shall at all times remain an unsecured creditor of the
                Company.

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    
      	3.5  	
              FICA
                and Other Taxes. 

            


    

     

    
      	(a)  	
              Company
                Contribution Account.
                When a Participant becomes vested in a portion of his or her Company
                Contribution Account, the Participant’s Employer(s) shall (i) withhold
                from cash compensation otherwise payable to the Participant that
                portion
                of the Participant’s share of FICA and other employment taxes on such
                Company Contribution Amount or (ii) reduce the vested portion of
                the
                Participant’s Company Contribution Account, as applicable, if necessary,
                to comply with this Section 3.5.

            


    

     

    
      	(b)  	
              Distributions.
                The Participant’s Employer(s), or the trustee of the Trust, shall withhold
                from any payments made to a Participant under this Plan all Federal,
                state
                and local income, employment and other taxes required to be withheld
                by
                the Employer(s), or the trustee of the Trust, in connection with
                such
                payments, in amounts and in a manner to be determined in the sole
                discretion of the Employer(s) and the trustee of the Trust.
                

            


    

     

     

    ARTICLE
      4

     

     

    Unforeseeable
      Emergencies 

     

    
      	4.1  	
              Unforeseeable
                Emergencies. 

            


    

     

    
      	(a)  	
              If
                the Participant experiences an Unforeseeable Emergency, the Participant
                may petition the Committee to receive a partial or full payout from
                the
                Plan, subject to the provisions set forth below.
                

            


    

     

    
      	(b)  	
              The
                payout, if any, from the Plan shall not exceed the lesser of (i)
                the
                Participant’s vested Company Contribution Account, calculated as of the
                close of business on or around the date on which the amount becomes
                payable, as determined by the Committee in its sole discretion, or
                (ii)
                the amount necessary to satisfy the Unforeseeable Emergency, plus
                amounts
                necessary to pay Federal, state, or local income taxes or penalties
                reasonably anticipated as a result of the distribution. Notwithstanding
                the foregoing, a Participant may not receive a payout from the Plan
                to the
                extent that the Unforeseeable Emergency is or may be relieved (A)
                through
                reimbursement or compensation by insurance or otherwise or (B) by
                liquidation of the Participant’s assets, to the extent the liquidation of
                such assets would not itself cause severe financial hardship. 

            


    

     

    
      	(c)  	
              If
                the Committee, in its sole discretion, approves a Participant’s petition
                for payout from the Plan, the Participant shall receive a payout
                from the
                Plan within sixty (60) days of the date of such
                approval.

            


    

     

    
      	(d)  	
              Notwithstanding
                the foregoing, the Committee shall interpret all provisions relating
                to a
                payout under this Section 4.1
                in
                a manner that is consistent with Code Section 409A and related Treasury
                guidance and Regulations.

            


    

     


    
      
        


      

      
        11

        
          

        

      

      
        
        

         

      

    


    ARTICLE
      5

     

    Retirement
      Benefit

     

    
      	5.1  	
              Retirement
                Benefit.
                A
                Participant who Retires shall receive, as a Retirement Benefit, his
                or her
                vested Company Contribution Account, calculated as of the close of
                business on or around the Participant’s Benefit Distribution Date, as
                determined by the Committee in its sole
                discretion.

            


    

     

    
      	5.2  	
              Payment
                of Retirement Benefit. 

            


    

     

    
      	(a)  	
              A
                Participant, in connection with his or her commencement of participation
                in the Plan, shall elect on an Election Form to receive the Retirement
                Benefit in a lump sum or pursuant to an Annual Installment Method
                of up to
                fifteen (15) years. If a Participant does not make any election with
                respect to the payment of the Retirement Benefit, then such Participant
                shall be deemed to have elected to receive the Retirement Benefit
                in a
                lump sum. 

            


    

     

    
      	(b)  	
              A
                Participant may change the form of payment of the Retirement Benefit
                by
                submitting an Election Form to the Committee in accordance with the
                following criteria:

            


    

     

     

    
      	(i)  	
              The
                election to modify the Retirement Benefit shall have no effect until
                at
                least twelve (12) months after the date on which the election is
                made; and
                

            


    

     

    
      	(ii)  	
              The
                first Retirement Benefit payment shall be delayed at least five (5)
                years
                from the Participant’s originally scheduled Benefit Distribution Date
                described in Section 1.4(a).

            


    

     

    For
      purposes of applying the requirements above, the right to receive the Retirement
      Benefit in installment payments shall be treated as the entitlement to a single
      payment. The Committee shall interpret all provisions relating to changing
      the
      Retirement Benefit election under this Section 5.2
      in a
      manner that is consistent with Code Section 409A and related Treasury guidance
      or Regulations.

     

    The
      Election Form most recently accepted by the Committee that has become effective
      shall govern the payout of the Retirement Benefit. 

     

    
      	(c)  	
              The
                lump sum payment shall be made, or installment payments shall commence,
                no
                later than sixty (60) days after the Participant’s Benefit Distribution
                Date. Remaining installments, if any, shall be paid no later than
                sixty
                (60) days after each anniversary of the Participant’s Benefit Distribution
                Date.

            


    

     

     

    ARTICLE
      6

     

     

    Termination
      Benefit

     

    
      	6.1  	
              Termination
                Benefit.
                A
                Participant who experiences a Termination of Employment shall receive,
                as
                a Termination Benefit, his or her vested Company Contribution Account,
                calculated as of the close of business on or around the Participant’s
                Benefit Distribution Date, as determined by the Committee in its
                sole
                discretion.

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    
      	6.2  	
              Payment
                of Termination Benefit. 

            


    

     

    
      	(a)  	
              A
                Participant, in connection with his or her commencement of participation
                in the Plan, shall elect on an Election Form to receive the Termination
                Benefit in a lump sum or pursuant to an Annual Installment Method
                of up to
                five (5) years. If a Participant does not make any election with
                respect
                to the payment of the Termination Benefit, then such Participant
                shall be
                deemed to have elected to receive the Termination Benefit in a lump
                sum.
                

            


    

     

    
      	(b)  	
              A
                Participant may change the form of payment of the Termination Benefit
                by
                submitting an Election Form to the Committee in accordance with the
                following criteria:

            


    

     

    
      	(i)  	
              The
                election to modify the Termination Benefit shall have no effect until
                at
                least twelve (12) months after the date on which the election is
                made;
                and 

            


    

     

    
      	(ii)  	
              The
                first Termination Benefit payment is delayed at least five (5) years
                from
                the Participant’s originally scheduled Benefit Distribution Date described
                in Section 1.4(b).

            


    

     

    For
      purposes of applying the requirements above, the right to receive the
      Termination Benefit in installment payments shall be treated as the entitlement
      to a single payment. The Committee shall interpret all provisions relating
      to
      changing the Termination Benefit election under this Section 6.2
      in a
      manner that is consistent with Code Section 409A and related Treasury guidance
      or Regulations. 

     

    The
      Election Form most recently accepted by the Committee that has become effective
      shall govern the payout of the Termination Benefit. 

     

    
      	(c)  	
              The
                lump sum payment shall be made, or installment payments shall commence,
                no
                later than sixty (60) days after the Participant’s Benefit Distribution
                Date. Remaining installments, if any, shall be paid no later than
                sixty
                (60) days after each anniversary of the Participant’s Benefit Distribution
                Date. 

            


    

     

     

    ARTICLE
      7

     

     

    Disability
      Benefit

     

    
      	7.1  	
              Disability
                Benefit.
                Upon
                a Participant’s Disability, the Participant shall receive a Disability
                Benefit, which shall be equal to the Participant’s vested Company
                Contribution Account, calculated as of the close of business on or
                around
                the Participant’s Benefit Distribution Date, as selected by the Committee
                in its sole discretion.

            


    

     

    
      	7.2  	
              Payment
                of Disability Benefit. The
                Disability Benefit shall be paid to the Participant in a lump sum
                payment
                no later than sixty (60) days after the Participant’s Benefit Distribution
                Date.

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      8

     

     

    Death
      Benefit

     

    
      	8.1  	
              Death
                Benefit.
                The
                Participant’s Beneficiary(ies) shall receive a Death Benefit upon the
                Participant’s death which will be equal to the Participant’s vested
                Company Contribution Account, calculated as of the close of business
                on or
                around the Participant’s Benefit Distribution Date, as selected by the
                Committee in its sole discretion.

            


    

     

    
      	8.2  	
              Payment
                of Death Benefit.
                The Death Benefit shall be paid to the Participant’s Beneficiary(ies) in a
                lump sum payment no later than sixty (60) days after the Participant’s
                Benefit Distribution Date.

            


    

     

     

    ARTICLE
      9

     

     

    Beneficiary
      Designation

     

    
      	9.1  	
              Beneficiary.
                Each Participant shall have the right, at any time, to designate
                his or
                her Beneficiary(ies) (both primary as well as contingent) to receive
                any
                benefits payable under the Plan to a beneficiary upon the death of
                a
                Participant. The Beneficiary designated under this Plan may be the
                same as
                or different from the Beneficiary designation under any other plan
                of an
                Employer in which the Participant
                participates.

            


    

     

    
      	9.2  	
              Beneficiary
                Designation; Change; Spousal Consent.
                A
                Participant shall designate his or her Beneficiary by completing
                and
                signing the Beneficiary Designation Form, and returning it to the
                Committee or its designated agent. A Participant shall have the right
                to
                change a Beneficiary by completing, signing and otherwise complying
                with
                the terms of the Beneficiary Designation Form and the Committee’s rules
                and procedures, as in effect from time to time. If the Participant
                names
                someone other than his or her spouse as a Beneficiary, the Committee
                may,
                in its sole discretion, determine that spousal consent is required
                to be
                provided in a form designated by the Committee, executed by such
                Participant’s spouse and returned to the Committee. Upon the acceptance by
                the Committee of a new Beneficiary Designation Form, all Beneficiary
                designations previously filed shall be canceled. The Committee shall
                be
                entitled to rely on the last Beneficiary Designation Form filed by
                the
                Participant and accepted by the Committee prior to his or her
                death.

            


    

     

    
      	9.3  	
              Acknowledgment.
                No designation or change in designation of a Beneficiary shall be
                effective until received and acknowledged in writing by the Committee
                or
                its designated agent.

            


    

     

    
      	9.4  	
              No
                Beneficiary Designation.
                If a Participant fails to designate a Beneficiary as provided in
                Sections 9.1,
                9.2
                and 9.3
                above or, if all designated Beneficiaries predecease the Participant
                or
                die prior to complete distribution of the Participant’s benefits, then the
                Participant’s designated Beneficiary shall be deemed to be his or her
                surviving spouse. If the Participant has no surviving spouse, the
                benefits
                remaining under the Plan to be paid to a Beneficiary shall be payable
                to
                the executor or personal representative of the Participant’s
                estate.

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    
      	9.5  	
              Doubt
                as to Beneficiary.
                If the Committee has any doubt as to the proper Beneficiary to receive
                payments pursuant to this Plan, the Committee shall have the right,
                exercisable in its discretion, to cause the Participant’s Employer to
                withhold such payments until this matter is resolved to the Committee’s
                satisfaction.

            


    

     

    
      	9.6  	
              Discharge
                of Obligations.
                The payment of benefits under the Plan to a Beneficiary shall fully
                and
                completely discharge all Employers and the Committee from all further
                obligations under this Plan with respect to the Participant, and
                that
                Participant’s Plan Agreement shall terminate upon such full payment of
                benefits.

            


    

     

     

    ARTICLE
      10

     

     

    Leave
      of Absence

     

    
      	10.1  	
              Paid
                Leave of Absence.
                If a Participant is authorized by the Participant’s Employer to take a
                paid leave of absence from the employment of the Employer, and such
                leave
                of absence does not constitute a separation from service, as determined
                by
                the Committee in accordance with Code Section 409A and related Treasury
                guidance and Regulations, the Participant shall continue to be considered
                eligible for the benefits provided in Articles 4, 5, 6, 7 or 8 in
                accordance with the provisions of those
                Articles.

            


    

     

    
      	10.2  	
              Unpaid
                Leave of Absence.
                If a Participant is authorized by the Participant’s Employer to take an
                unpaid leave of absence from the employment of the Employer for any
                reason, and such leave of absence does not constitute a separation
                from
                service, as determined by the Committee in accordance with Code Section
                409A and related Treasury guidance and Regulations, such Participant
                shall
                continue to be eligible for the benefits provided in Articles 4,
                5, 6, 7
                and 8 in accordance with the provisions of those Articles.
                

            


    

     

    
      	10.3  	
              Leaves
                Resulting in Separation from Service.
                In the event that a Participant’s leave of absence from his or her
                Employer does constitute a separation from service, as determined
                by the
                Committee in accordance with Code Section 409A and related Treasury
                guidance and Regulations, the Participant’s vested Company Contribution
                Account shall be distributed to the Participant in accordance with
                Article
                5 or 6 of this Plan, as applicable.

            


    

     

     

    ARTICLE
      11

     

     

    Termination
      of Plan, Amendment or Modification

     

    
      	11.1  	
              Termination
                of Plan.
                Although each Employer anticipates that it will continue the Plan
                for an
                indefinite period of time, there is no guarantee that any Employer
                will
                continue the Plan or will not terminate the Plan at any time in the
                future. Accordingly, each Employer reserves the right to Terminate
                the
                Plan. In the event of a Termination of the Plan, the Measurement
                Funds
                available to Participants following the Termination of the Plan shall
                be
                comparable in number and type to those Measurement Funds available
                to
                Participants in the Plan Year preceding the Plan Year in which the
                Termination of the Plan is effective. Following a Termination of
                the Plan,
                Participant Company Contribution Accounts shall remain in the Plan
                until
                the Participant becomes eligible for the benefits provided in Articles
                4,
                5, 6, 7 and 8 in accordance with the provisions of those
                Articles. The
                Termination of the Plan shall not adversely affect any Participant
                or
                Beneficiary who has become entitled to the payment of any benefits
                under
                the Plan as of the date of termination. 

            


    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    Notwithstanding
      the foregoing, to the extent permissible under Code Section 409A and related
      Treasury guidance or Regulations, during the thirty (30) days preceding or
      within twelve (12) months following a Change in Control an Employer shall be
      permitted to (i) terminate the Plan by action of its board of directors, and
      (ii) distribute the vested Company Contribution Accounts to Participants in
      a
      lump sum no later than twelve (12) months after the Change in Control, provided
      that all other substantially similar arrangements sponsored by such Employer
      are
      also terminated and all balances in such arrangements are distributed within
      twelve (12) months of the termination of such arrangements. 

     

    
      	11.2  	
              Amendment.
                

            


    

     

    
      	(a)  	
              Any
                Employer may, at any time, amend or modify the Plan in whole or in
                part
                with respect to that Employer. Notwithstanding the foregoing, (i)
                no
                amendment or modification shall be effective to decrease the value
                of a
                Participant’s vested Company Contribution Account in existence at the time
                the amendment or modification is made, and (ii) no amendment or
                modification of this Section 11.2
                or
                Section 12.2
                of
                the Plan shall be effective.

            


    

     

    
      	(b)  	
              Notwithstanding
                any provision of the Plan to the contrary, in the event that the
                Company
                determines that any provision of the Plan may cause amounts deferred
                under
                the Plan to become immediately taxable to any Participant under Code
                Section 409A, and related Treasury guidance or Regulations, the Company
                may (i) adopt such amendments to the Plan and appropriate policies
                and
                procedures, including amendments and policies with retroactive effect,
                that the Company determines necessary or appropriate to preserve
                the
                intended tax treatment of the Plan benefits provided by the Plan
                and/or
                (ii) take such other actions as the Company determines necessary
                or
                appropriate to comply with the requirements of Code Section 409A,
                and
                related Treasury guidance or Regulations.


            


    

     

    
      	11.3  	
              Plan
                Agreement.
                Despite the provisions of Sections 11.1
                and 11.2
                above, if a Participant’s Plan Agreement contains benefits or limitations
                that are not in this Plan document, the Employer may only amend or
                terminate such provisions with the written consent of the
                Participant.

            


    

     

    
      	11.4  	
              Effect
                of Payment.
                The full payment of the Participant’s vested Company Contribution Account
                under Articles 4, 5, 6, 7 or 8 of the Plan shall completely discharge
                all obligations to a Participant and his or her designated Beneficiaries
                under this Plan, and the Participant’s Plan Agreement shall
                terminate.

            


    

     

     

    ARTICLE
      12

     

     

    Administration

     

    
      	12.1  	
              Committee
                Duties.
                Except as otherwise provided in this Article 12, this Plan shall
                be
                administered by a Committee, which shall consist of the Board, or
                such
                committee as the Board shall appoint. Members of the Committee may
                be
                Participants under this Plan. The Committee shall also have the discretion
                and authority to (i) make, amend, interpret, and enforce all
                appropriate rules and regulations for the administra-tion of this
                Plan,
                and (ii) decide or resolve any and all ques-tions, including benefit
                entitlement determinations and interpretations of this Plan, as may
                arise
                in connection with the Plan. Any individual serving on the Committee
                who
                is a Participant shall not vote or act on any matter relating solely
                to
                himself or herself. When making a determination or calculation, the
                Committee shall be entitled to rely on information furnished by a
                Participant or the Company.

            


    

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    
      	12.2  	
              Administration
                Upon Change In Control.
                Within one hundred and twenty (120) days following a Change in Control,
                the individuals who comprised the Committee immediately prior to
                the
                Change in Control (whether or not such individuals are members of
                the
                Committee following the Change in Control) may, by written consent
                of the
                majority of such individuals, appoint an independent third party
                administrator (the “Administrator”) to perform any or all of the
                Committee’s duties described in Section 12.1
                above, including without limitation, the power to determine any questions
                arising in connection with the administration or interpretation of
                the
                Plan, and the power to make benefit entitlement determinations. Upon
                and
                after the effective date of such appointment, (i) the Company must
                pay all
                reasonable administrative expenses and fees of the Administrator,
                and (ii)
                the Administrator may only be terminated with the written consent
                of the
                majority of Participants with a Company Contribution Account in the
                Plan
                as of the date of such proposed
                termination.

            


    

     

    
      	12.3  	
              Agents.
                In the administration of this Plan, the Committee or the Administrator,
                as
                applicable, may, from time to time, employ agents and delegate to
                them
                such administrative duties as it sees fit (including acting through
                a duly
                appointed representative) and may from time to time consult with
                counsel.

            


    

     

    
      	12.4  	
              Binding
                Effect of Decisions.
                The decision or action of the Committee or Administrator, as applicable,
                with respect to any question arising out of or in connection with
                the
                administration, interpretation and application of the Plan and the
                rules
                and regulations promulgated hereunder shall be final and conclusive
                and
                binding upon all persons having any interest in the
                Plan.

            


    

     

    
      	12.5  	
              Indemnity
                of Committee.
                All Employers shall indemnify and hold harmless the members of the
                Committee, any Employee to whom the duties of the Committee may be
                delegated, and the Administrator against any and all claims, losses,
                damages, expenses or liabilities arising from any action or failure
                to act
                with respect to this Plan, except in the case of willful misconduct
                by the
                Committee, any of its members, any such Employee or the
                Administrator.

            


    

     

    
      	12.6  	
              Employer
                Information.
                To enable the Committee and/or Administrator to perform its functions,
                the
                Company and each Employer shall supply full and timely information
                to the
                Committee and/or Administrator, as the case may be, on all matters
                relating to the Plan, the Trust, the Participants and their Beneficiaries,
                the Company Contribution Accounts of the Participants, the compensation
                of
                its Participants, the date and circum-stances of the Retirement,
                Disability, death or Termination of Employment of its Participants,
                and
                such other pertinent information as the Committee or Administrator
                may
                reasonably require.

            


    

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      13

     

     

    Other
      Benefits and Agreements

     

    
      	13.1  	
              Coordination
                with Other Benefits.
                The benefits provided for a Participant and Participant’s Beneficiary
                under the Plan are in addition to any other benefits available to
                such
                Participant under any other plan or program for employees of the
                Participant’s Employer. The Plan shall supplement and shall not supersede,
                modify or amend any other such plan or program except as may otherwise
                be
                expressly provided.

            


    

     

     

    ARTICLE
      14

     

     

    Claims
      Procedures

     

    
      	14.1  	
              Presentation
                of Claim.
                Any Participant or Beneficiary of a deceased Participant (such Participant
                or Beneficiary being referred to below as a “Claimant”) may deliver to the
                Committee a written claim for a determination with respect to the
                amounts
                distributable to such Claimant from the Plan. If such a claim relates
                to
                the contents of a notice received by the Claimant, the claim must
                be made
                within sixty (60) days after such notice was received by the
                Claimant. All other claims must be made within 180 days of the date
                on which the event that caused the claim to arise occurred. The claim
                must
                state with particularity the determination desired by the
                Claimant.

            


    

     

    
      	14.2  	
              Notification
                of Decision.
                The Committee shall consider a Claimant’s claim within a reasonable time,
                but no later than ninety (90) days after receiving the claim. If
                the
                Committee determines that special circumstances require an extension
                of
                time for processing the claim, written notice of the extension shall
                be
                furnished to the Claimant prior to the termination of the initial
                ninety
                (90) day period. In no event shall such extension exceed a period
                of
                ninety (90) days from the end of the initial period. The extension
                notice
                shall indicate the special circumstances requiring an extension of
                time
                and the date by which the Committee expects to render the benefit
                determination. The Committee shall notify the Claimant in
                writing:

            


    

     

    
      	(a)  	
              that
                the Claimant’s requested determination has been made, and that the claim
                has been allowed in full; or

            


    

     

    
      	(b)  	
              that
                the Committee has reached a conclusion contrary, in whole or in part,
                to
                the Claimant’s requested determination, and such notice must set forth in
                a manner calculated to be understood by the
                Claimant:

            


    

     

    
      	(i)  	
              the
                specific reason(s) for the denial of the claim, or any part of
                it;

            


    

     

    
      	(ii)  	
              specific
                reference(s) to pertinent provisions of the Plan upon which such
                denial
                was based;

            


    

     

    
      	(iii)  	
              a
                description of any additional material or information necessary for
                the
                Claimant to perfect the claim, and an explanation of why such material
                or
                information is necessary;

            


    

     

    
      	(iv)  	
              an
                explanation of the claim review procedure set forth in
                Section 14.3
                below; and

            


    

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    
      	(v)  	
              a
                statement of the Claimant’s right to bring a civil action under ERISA
                Section 502(a) following an adverse benefit determination on
                review.

            


    

     

    
      	14.3  	
              Review
                of a Denied Claim.
                On or before sixty (60) days after receiving a notice from the
                Committee that a claim has been denied, in whole or in part, a Claimant
                (or the Claimant’s duly authorized representative) may file with the
                Committee a written request for a review of the denial of the claim.
                The
                Claimant (or the Claimant’s duly authorized
                representative):

            


    

     

    
      	(a)  	
              may,
                upon request and free of charge, have reasonable access to, and copies
                of,
                all documents, records and other information relevant (as defined
                in
                applicable ERISA regulations) to the claim for
                benefits;

            


    

     

    
      	(b)  	
              may
                submit written comments or other documents;
                and/or

            


    

     

    
      	(c)  	
              may
                request a hearing, which the Committee, in its sole discretion, may
                grant.

            


    

     

    
      	14.4  	
              Decision
                on Review.
                The Committee shall render its decision on review promptly, and no
                later
                than sixty (60) days after the Committee receives the Claimant’s
                written request for a review of the denial of the claim. If the Committee
                determines that special circumstances require an extension of time
                for
                processing the claim, written notice of the extension shall be furnished
                to the Claimant prior to the termination of the initial sixty (60)
                day
                period. In no event shall such extension exceed a period of sixty
                (60)
                days from the end of the initial period. The extension notice shall
                indicate the special circumstances requiring an extension of time
                and the
                date by which the Committee expects to render the benefit determination.
                In rendering its decision, the Committee shall take into account
                all
                comments, documents, records and other information submitted by the
                Claimant relating to the claim, without regard to whether such information
                was submitted or considered in the initial benefit determination.
                The
                decision must be written in a manner calculated to be understood
                by the
                Claimant, and it must contain:

            


    

     

    
      	(a)  	
              specific
                reasons for the decision;

            


    

     

    
      	(b)  	
              specific
                reference(s) to the pertinent Plan provisions upon which the decision
                was
                based; 

            


    

     

    
      	(c)  	
              a
                statement that the Claimant is entitled to receive, upon request
                and free
                of charge, reasonable access to and copies of, all documents, records
                and
                other information relevant (as defined in applicable ERISA regulations)
                to
                the Claimant’s claim for benefits;
                and

            


    

     

    
      	(d)  	
              a
                statement of the Claimant’s right to bring a civil action under ERISA
                Section 502(a).

            


    

     

    
      	14.5  	
              Legal
                Action.
                A
                Claimant’s compliance with the foregoing provisions of this
                Article 14 is a mandatory prerequisite to a Claimant’s right to
                commence any legal action with respect to any claim for benefits
                under
                this Plan. 

            


    

     

     

    ARTICLE
      15

     

     

    Trust

     

    
      	15.1  	
              Establishment
                of the Trust.
                In order to provide assets from which to fulfill the obligations
                of the
                Participants and their beneficiaries under the Plan, the Company
                may
                establish a trust by a trust agreement with a third party, the trustee,
                to
                which each Employer may, in its discretion, contribute cash or other
                property, including securities issued by the Company, to provide
                for the
                benefit payments under the Plan, (the “Trust”).


            


    

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    
      	15.2  	
              Interrelationship
                of the Plan and the Trust.
                The provisions of the Plan and the Plan Agreement shall govern the
                rights
                of a Participant to receive distributions pursuant to the Plan. The
                provisions of the Trust shall govern the rights of the Employers,
                Participants and the creditors of the Employers to the assets transferred
                to the Trust. Each Employer shall at all times remain liable to carry
                out
                its obligations under the Plan.

            


    

     

    
      	15.3  	
              Distributions
                From the Trust.
                Each Employer’s obligations under the Plan may be satisfied with Trust
                assets distributed pursuant to the terms of the Trust, and any such
                distribution shall reduce the Employer’s obligations under this
                Plan.

            


    

     

     

    ARTICLE
      16

     

     

    Miscellaneous

     

    
      	16.1  	
              Status
                of Plan.
                The Plan is intended to be a plan that is not qualified within the
                meaning
                of Code Section 401(a) and that “is unfunded and is maintained by an
                employer primarily for the purpose of providing deferred compensation
                for
                a select group of management or highly compensated employees” within the
                meaning of ERISA Sections 201(2), 301(a)(3) and 401(a)(1). The Plan
                shall
                be administered and interpreted (i) in a manner consistent with that
                intent, and (ii) in accordance with Code Section 409A and related
                Treasury
                guidance and Regulations. 

            


    

     

    
      	16.2  	
              Unsecured
                General Creditor.
                Participants and their Bene-ficiaries, heirs, successors and assigns
                shall
                have no legal or equitable rights, interests or claims in any property
                or
                assets of an Employer. For purposes of the payment of benefits under
                this
                Plan, any and all of an Employer’s assets shall be, and remain, the
                general, unpledged unrestricted assets of the Employer. An Employer’s
                obligation under the Plan shall be merely that of an unfunded and
                unsecured promise to pay money in the
                future.

            


    

     

    
      	16.3  	
              Employer’s
                Liability.
                An Employer’s liability for the payment of benefits shall be defined only
                by the Plan and the Plan Agreement, as entered into between the Employer
                and a Participant. An Employer shall have no obliga-tion to a Participant
                under the Plan except as expressly provided in the Plan and his or
                her
                Plan Agreement.

            


    

     

    
      	16.4  	
              Nonassignability.
                Neither a Participant nor any other person shall have any right to
                commute, sell, assign, transfer, pledge, anticipate, mortgage or
                otherwise
                encumber, transfer, hypothecate, alienate or convey in advance of
                actual
                receipt, the amounts, if any, payable hereunder, or any part thereof,
                which are, and all rights to which are expressly declared to be,
                unassignable and non-transferable. No part of the amounts payable
                shall,
                prior to actual payment, be subject to seizure, attachment, garnishment
                or
                sequestration for the payment of any debts, judgments, alimony or
                separate
                maintenance owed by a Participant or any other person, be transferable
                by
                operation of law in the event of a Participant’s or any other person’s
                bankruptcy or insolvency or be transferable to a spouse as a result
                of a
                property settlement or otherwise.

            


    

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    
      	16.5  	
              Not
                a Contract of Employment.
                The terms and conditions of this Plan shall not be deemed to constitute
                a
                contract of employment between any Employer and the Participant.
                Such
                employment is hereby acknowledged to be an “at will” employment
                relationship that can be terminated at any time for any reason, or
                no
                reason, with or without cause, and with or without notice, unless
                expressly provided in a written employment agreement. Nothing in
                this Plan
                shall be deemed to give a Participant the right to be retained in
                the
                service of any Employer, as an Employee, or to interfere with the
                right of
                any Employer to discipline or discharge the Participant at any
                time.

            


    

     

    
      	16.6  	
              Furnishing
                Information.
                A
                Participant or his or her Beneficiary will cooperate with the Committee
                by
                furnishing any and all information requested by the Committee and
                take
                such other actions as may be requested in order to facilitate the
                administration of the Plan and the payments of benefits hereunder,
                including but not limited to taking such physical examinations as
                the
                Committee may deem necessary.

            


    

     

    
      	16.7  	
              Terms.
                Whenever any words are used herein in the masculine, they shall be
                construed as though they were in the feminine in all cases where
                they
                would so apply; and whenever any words are used herein in the singular
                or
                in the plural, they shall be construed as though they were used in
                the
                plural or the singular, as the case may be, in all cases where they
                would
                so apply.

            


    

     

    
      	16.8  	
              Captions.
                The captions of the articles, sections and paragraphs of this Plan
                are for
                convenience only and shall not control or affect the meaning or
                construction of any of its
                provisions.

            


    

     

    
      	16.9  	
              Governing
                Law.
                Subject to ERISA, the provisions of this Plan shall be construed
                and
                interpreted according to the internal laws of the State of Illinois
                without regard to its conflicts of laws
                principles.

            


    

     

    
      	16.10  	
              Notice.
                Any notice or filing required or permitted to be given to the Committee
                under this Plan shall be sufficient if in writing and hand-delivered,
                or
                sent by registered or certified mail, to the address below: 

            


    

     

    
      	
              Clark,
                Inc.

            
	
              Attn:
                Chris Mitchell, Vice President, Corporate Human
                Resources

            
	
              102
                South Wynstone Park Drive

            
	
              North
                Barrington, Illinois 60010

            


    

     

    Such
      notice shall be deemed given as of the date of delivery or, if delivery is
      made
      by mail, as of the date shown on the postmark on the receipt for registration
      or
      certification.

     

    Any
      notice or filing required or permitted to be given to a Participant under this
      Plan shall be sufficient if in writing and hand-delivered, or sent by mail,
      to
      the last known address of the Participant.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    
      	16.11  	
              Successors.
                The provisions of this Plan shall bind and inure to the benefit of
                the
                Participant’s Employer and its successors and assigns and the Participant
                and the Participant’s designated
                Beneficiaries.

            


    

     

    
      	16.12  	
              Spouse’s
                Interest.
                The interest in the benefits hereunder of a spouse of a Participant
                who
                has predeceased the Participant shall automatically pass to the
                Participant and shall not be transferable by such spouse in any manner,
                including but not limited to such spouse’s will, nor shall such interest
                pass under the laws of intestate
                succession.

            


    

     

    
      	16.13  	
              Validity.
                In case any provision of this Plan shall be illegal or invalid for
                any
                reason, said illegality or invalidity shall not affect the remaining
                parts
                hereof, but this Plan shall be construed and enforced as if such
                illegal
                or invalid provision had never been inserted
                herein.

            


    

     

    
      	16.14  	
              Incompetent.
                If the Committee determines in its discretion that a benefit under
                this
                Plan is to be paid to a minor, a person declared incompetent or to
                a
                person incapable of handling the disposition of that person’s property,
                the Committee may direct payment of such benefit to the guardian,
                legal
                representative or person having the care and custody of such minor,
                incompetent or incapable person. The Committee may require proof
                of
                minority, incompetence, incapacity or guardianship, as it may deem
                appropriate prior to distribution of the benefit. Any payment of
                a benefit
                shall be a payment for the account of the Participant and the
                Participant’s Beneficiary, as the case may be, and shall be a complete
                discharge of any liability under the Plan for such payment
                amount.

            


    

     

    
      	16.15  	
              Court
                Order.
                The Committee is authorized to comply with any court order in any
                action
                in which the Plan or the Committee has been named as a party, including
                any action involving a determination of the rights or interests in
                a
                Participant’s benefits under the Plan. Notwithstanding the foregoing, the
                Committee shall interpret this provision in a manner that is consistent
                with Code Section 409A and other applicable tax law.  In
                addition, if necessary to comply with a qualified domestic relations
                order, as defined in Code Section 414(p)(1)(B), pursuant to which
                a court
                has determined that a spouse or former spouse of a Participant has
                an
                interest in the Participant’s benefits under the Plan, the Committee, in
                its sole discretion, shall have the right to immediately distribute
                the
                spouse’s or former spouse’s interest in the Participant’s benefits under
                the Plan to such spouse or former
                spouse.

            


    

     

    
      	16.16  	
              Distribution
                in the Event of Income Inclusion Under 409A.
                If
                any portion of a Participant’s Company Contribution Account under this
                Plan is required to be included in income by the Participant prior
                to
                receipt due to a failure of this Plan to meet the requirements of
                Code
                Section 409A and related Treasury guidance or Regulations, the Participant
                may petition the Committee or Administrator, as applicable, for a
                distribution of that portion of his or her Company Contribution Account
                that is required to be included in his or her income. Upon the grant
                of
                such a petition, which grant shall not be unreasonably withheld,
                the
                Participant’s Employer shall distribute to the Participant immediately
                available funds in an amount equal to the portion of his or her Company
                Contribution Account required to be included in income as a result
                of the
                failure of the Plan to meet the requirements of Code Section 409A
                and
                related Treasury guidance or Regulations, which amount shall not
                exceed
                the Participant’s unpaid vested Company Contribution Account under the
                Plan. If the petition is granted, such distribution shall be made
                within
                ninety (90) days of the date when the Participant’s petition is granted.
                Such a distribution shall affect and reduce the Participant’s benefits to
                be paid under this Plan.

            


    

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    
      	16.17  	
              Deduction
                Limitation on Benefit Payments.
                If an Employer reasonably anticipates that the Employer’s deduction with
                respect to any distribution from this Plan would be limited or eliminated
                by application of Code Section 162(m), then to the extent deemed
                necessary
                by the Employer to ensure that the entire amount of any distribution
                from
                this Plan is deductible, the Employer may delay payment of any amount
                that
                would otherwise be distributed from this Plan. Any amounts for which
                distribution is delayed pursuant to this Section shall continue to
                be
                credited/debited with additional amounts in accordance with Section
                3.4
                above. The delayed amounts (and any amounts credited thereon) shall
                be
                distributed to the Participant (or his or her Beneficiary in the
                event of
                the Participant’s death) at the earliest date the Employer reasonably
                anticipates that the deduction of the payment of the amount will
                not be
                limited or eliminated by application of Code Section
                162(m).

            


    

     

    
      	16.18  	
              Insurance.
                The Employers, on their own behalf or on behalf of the trustee of
                the
                Trust, and, in their sole discretion, may apply for and procure insurance
                on the life of the Participant, in such amounts and in such forms
                as the
                Trust may choose. The Employers or the trustee of the Trust, as the
                case
                may be, shall be the sole owner and beneficiary of any such insurance.
                The
                Participant shall have no interest whatsoever in any such policy
                or
                policies, and at the request of the Employers shall submit to medical
                examinations and supply such information and execute such documents
                as may
                be required by the insurance company or companies to whom the Employers
                have applied for insurance.

            


    

     

    


    IN
      WITNESS WHEREOF, the Company has signed this Plan document as of February 27,
      2006.

     

    “Company”

    Clark,
      Inc., a Delaware corporation

     

    


    By:
      /s/
      Thomas M. Pyra

    Title:
      President