Amendment No. 1 dated November 1, 2006


     

    EXHIBIT
      4.1


    
      AMENDMENT
        NO. 1 TO RIGHTS AGREEMENT

    

     

    THIS
      AMENDMENT NO. 1 TO RIGHTS AGREEMENT (this “Amendment”), dated as of
      November 1, 2006, is between Clark, Inc. (formerly Clark/Bardes Holdings,
      Inc.), a Delaware corporation (the “Company”), and The Bank of New York as
      rights agent (the “Rights Agent”).

     

    WHEREAS,
      the Company and the Rights Agent are parties to a Rights Agreement, dated as
      of
      July 10, 1998, between the Company and the Rights Agent (the “Rights
      Agreement”); and

     

    WHEREAS,
      pursuant to Section 27 of the Rights Agreement, the Company and the Rights
      Agent desire to amend the Rights Agreement as set forth below;

     

    NOW,
      THEREFORE, the Rights Agreement is hereby amended as follows:

     

    1.  Amendment
      of Section 1.

     

    Section 1
      of the
      Rights Agreement is amended by adding thereto subsections (q) through
      (t) which shall read as follows:

     

    “(q) “Agreement
      and Plan of Merger” shall mean the Agreement and Plan of Merger, dated as of
      November 1, 2006, by and among Parent, Sub and the Company, as the same may
      be amended from time to time.”

     

    “(r) “Parent”
      shall mean AUSA Holding Company, a Delaware corporation.

     

    “(s) “Tender
      Agreements” shall mean the Tender and Voting Agreements among the Parent and
      certain stockholders of the Company (the “Specified Stockholders”), pursuant to
      the terms of which the Specified Stockholders agree to take certain actions
      in
      furtherance of the Offer and the Merger (as such terms are defined in the
      Agreement and Plan of Merger).”

     

    “(t) Sub”
      shall mean AUSA Merger Sub, Inc., a Delaware corporation and wholly-owned
      subsidiary of Parent.”

     

    2.  Amendment
      of Section 7.

     

    Paragraph
      (a) of Section 7 of the Rights Agreement is amended by deleting the
      words “(the “Final Expiration Date”)” in subclause (i) thereof; deleting the
      word “or” immediately preceding subclause (iii) thereof; and by adding the
      following new phrase immediately following subclause (iii) thereof: “or
      (iv) immediately prior to the time at which the Sub accepts shares of
      Company Common Stock (as such term is defined in the Agreement and Plan of
      Merger) for payment and pays for such shares pursuant to and subject to the
      conditions of the Offer (as such term is defined in the Agreement and Plan
      of
      Merger) (the earlier to occur of the close of business on July 10, 2008 and
      the happening of the event described in this subclause (iv) being referred
      to in this Agreement as the “Final Expiration Date”).”

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.  Addition
      of New Section 35.

     

    The
      Rights Agreement is amended by adding a Section 35 thereof which shall read
      as follows:

     

    “Section 35.
      Exception For Agreement and Plan of Merger. Notwithstanding any provision of
      this Agreement to the contrary, (i) neither a Distribution Date, a
      Section 11(a)(ii) Event, a Section 13 Event nor a Shares
      Acquisition Date shall be deemed to have occurred; (ii) no Person shall be
      or be deemed to have become an Acquiring Person; and (iii) no holder of any
      Rights shall be entitled to exercise such Rights under, or be entitled to any
      rights pursuant to, this Agreement, in any such case by reason of (a) the
      approval, execution or delivery of the Agreement and Plan of Merger or any
      amendments thereof approved in advance by the Board of Directors of the Company;
      (b) the approval, execution or delivery of the Tender Agreements or any
      amendments thereof approved in advance by the Board of Directors of the Company;
      (c) the commencement or, prior to termination of the Agreement and Plan of
      Merger, the consummation of any of the transactions contemplated by the
      Agreement and Plan of Merger or the Tender Agreements in accordance with their
      respective provisions, including, without limitation, the making of the Offer
      (as such term is defined in the Agreement and Plan of Merger), the acceptance
      of
      payment for shares of Company Common Stock by Sub pursuant to the Offer and
      the
      Merger (as such term is defined in the Agreement and Plan of Merger); or (d)
      any
      public announcement by the Company, Parent, Sub or any of their Affiliates
      or
      Associates of an intention to make the Offer or of any of the transactions
      contemplated by the Agreement and Plan of Merger or the Tender
      Agreements.”

     

    4.  Effectiveness.

     

    This
      Amendment shall be deemed effective as of the date set forth above as if
      executed by both parties hereto on such date. Except as amended hereby, the
      Rights Agreement shall remain in full force and effect and shall be otherwise
      unaffected hereby.

     

    5.  Miscellaneous.

     

    This
      Amendment shall be deemed to be a contract made under the laws of the State
      of
      New York and for all purposes shall be governed by and construed in accordance
      with the laws of such state applicable to contracts to be made and performed
      entirely within such state. This Amendment may be executed in any number of
      counterparts, each of such counterparts shall for all purposes be deemed to
      be
      an original, and all such counterparts shall together constitute but one and
      the
      same instrument. If any term, provision, covenant or restriction of this
      Amendment is held by a court of competent jurisdiction or other authority to
      be
      invalid, illegal, or 

     

    
      
        
        

      

      
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    unenforceable,
      the remainder of the terms, provisions, covenants and restrictions of this
      Amendment shall remain in full force and effect and shall in no way be affected,
      impaired or invalidated.

     

     

    [signature
      page follows]

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
      executed as of the date set forth above.

     

    
      	 	
              CLARK,
                INC.

               

              By:
                /s/Tom
                Wamberg                                                                
                

              Name:
                Tom Wamberg

              Title:
                CEO

               

            
	 	
              THE
                BANK OF NEW YORK

               

              By:
                /s/James F.
                Kiszka                                                                
                

              Name:
                James Kiszka

              Title:
                Vice President

               

            


    

    


    
      
        
        

      

      
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