**CLARK,
      INC.**




**PERFORMANCE
      SHARE AWARD AGREEMENT**







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




1.  Award
      of Performance Shares .
      The
      Company hereby awards to Employee _____________ Performance Shares (the “Target
      Number”) pursuant to the terms of the Clark, Inc. Incentive Compensation Plan.
      For the period January 1, 2005 through December 31, 2007 (the “Performance
      Period”), the number of shares awarded will be based on the achievement of a
      cumulative, fully diluted earnings per share (“EPS”) target during the
      Performance Period with such EPS target as determined by the Board of Directors
      as soon as reasonably practicable following grant of this award. The percentage
      of the Target Number of Performance Shares earned during the Performance Period
      will be determined by the Board of Directors based on the following
      table:




**3
                Year Performance**
              **As
                % of EPS Target**
            **Percentage**
              **of
                Target**
              **Number
                Earned**<80%
            25%80%
                but less than 90%
            30%90%
                but less than 100%
            40%100%
                but less than 110%
            50%110%
                but less than 120%
            150%120%
                or more
            200%





2.  Vesting
      Schedule .
      Subject
      to Sections 1, 5 and 6 hereof, the Performance Shares shall vest 100% on
      December 31, 2007 (the “Vesting Date”).




3.  Payment
      or Conversion of Performance Shares .




(a)  Within
      90
      days following the Vesting Date, the Company shall deliver to Employee the
      number of shares of common stock of the Company (“Stock”) corresponding to the
      vested Performance Shares (as determined under Section 1 above). The Stock
      used
      for this purpose may come from the Company’s authorized but unissued shares, or
      from the Company’s treasury shares.




(b)  At
      or
      about the time that shares of Stock corresponding to vested Performance Shares
      are delivered to Employee, the Company shall also deliver to Employee an amount
      in cash equal to the product of (i) the amount of dividends paid during the
      Performance Period on each share of Stock multiplied by (ii) the number of
      vested Performance Shares delivered to Employee.




4.  Non-transferability .
      Except
      to the extent otherwise determined by the Company, no Performance Shares shall
      be assignable or otherwise transferable by Employee other than by will or by
      the
      laws of descent and distribution and, unless otherwise provided by the Company,
      during the life of Employee any elections with respect to Performance Shares
      may
      be made only by Employee or Employee’s guardian or legal
      representative.




5.  Termination
      of Employment .




(a)  Except
      to
      the extent provided in Section 6 hereof or any employment agreement or
      severance agreement between Employee and the Company or any of its subsidiaries
      or affiliates, the provisions of this Section 5 shall apply to unvested
      Performance Shares upon Employee’s termination of employment with the Company
      and all subsidiaries or affiliates of the Company (“Termination”) for any
      reason.




(b)  In
      the
      event of Employee’s Termination before the end of the Performance Period by
      reason of death, disability, retirement or termination by the Company without
      “cause,” all Performance Shares shall become immediately vested at the maximum
      performance level (i.e., 200% of the Target Number), but only with respect
      to
      previously awarded shares during the Performance Period. “Disability” for this
      purpose means the Employee’s inability, due to physical or mental incapacity, to
      substantially perform his or her duties and responsibilities of employment
      for a
      period of 180 days in any consecutive nine-month period. “Cause” shall have the
      meaning set forth in the employment agreement applicable to
      Employee.




(c)  Unless
      the Committee provides otherwise, in the event of Employee’s Termination during
      the Performance Period for any reason other than as provided in
      Section 5(b), all Performance Shares shall be canceled and
      forfeited.




6.  Change
      in Control .




(a)  In
      the
      event of a Change in Control on or prior to the end of the Performance Period,
      any outstanding Performance Shares shall become immediately vested at the
      maximum performance level (i.e., 200% of the Target Number). For purposes of
      this Agreement, a “Change in Control” shall be deemed to have occurred if
      (i) the Company becomes a subsidiary of another corporation or entity or is
      merged or consolidated into another corporation or entity or substantially
      all
      of the assets of the Company is sold to another person, corporation, partnership
      or other entity; or (ii) any person, corporation, partnership or other
      entity, either alone or in conjunction with its “affiliates,” as that term is
      defined in Rule 405 of the General Rules and Regulations under the Securities
      Act of 1933, as amended, or other group of persons, corporations, partnerships
      or other entities who are not “affiliates” but who are acting in concert, other
      than Employee or Employee’s family members or any person, organization or entity
      that is controlled by Employee or Employee’s family members, becomes the owner
      of record or beneficially of securities of the Company that represent 33 1/3%
      or
      more of the combined voting power of the Company’s then outstanding securities
      entitled to elect the Board of Directors of the Company; or (iii) the Board
      of Directors of the Company or a committee thereof makes a determination in
      its
      reasonable judgment that a “Change in Control” has taken place.




(b)  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 Performance Shares 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 Performance Shares in connection with a Change in
      Control shall be fully grossed-up if the vesting of the Performance Shares
      governed by this Agreement (together with the vesting of Performance Shares
      governed by any other performance share agreement, but without taking into
      account any other compensation or benefits payable to the Participant) by itself
      results in “excess parachute payments” as defined in Code Section
      280G.




7.  Withholding
      Tax .
      Employee may be subject to withholding taxes as a result of the vesting or
      settlement of Performance Shares. Employee shall pay to the Company in cash,
      promptly when the amount of such obligations become determinable, all applicable
      federal, state, local and foreign withholding taxes that result from such
      settlement. Notwithstanding the foregoing, the Company may determine to withhold
      shares of Stock to pay the amount of tax required to be withheld upon settlement
      of Performance Shares, unless Employee has otherwise provided for payment of
      withholding taxes. Any shares of Stock so withheld will be valued as of the
      date
      they are withheld. In no event will the value of shares withheld exceed the
      required federal, state, local and foreign withholding tax obligations as
      computed by the Company.




8.  Administration .
      The
      Performance Shares awarded by this Agreement will be administered by the
      Committee, whose decisions and determinations will be final and binding.
      Participation is this program does not represent a guarantee of continued
      employment.




9.  Counterparts .
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.




10.  GOVERNING
      LAW .
      THIS
      AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD
      TO CONFLICT OF LAW PRINCIPLES.




CLARK,
                INC.
              
              By:
              
              Name:
              
              Title:[Name
                of Employee]