UNITED STATES SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~THE SECURITIES~~Date ~~EXCHANGE~~of ~~ACT~~Report OF(Date ~~1934~~of earliest event reported): December 10, 2006

Date of Report (Date of earliest event reported): April 25, 2006

CLARK, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-31256	52-2103926
Delaware (State or other jurisdiction of incorporation)		001-31256 (Commission file number)	52-2103926 ( I.R.S. employer identification no.)
(State or other jurisdiction of incorporation)	(Commission file number)	( I.R.S. employer identification no.)
102 South Wynstone Park Drive North Barrington, Illinois (Address of principal executive offices)			60010 (Zip Code)
102 South Wynstone Park Drive North Barrington, Illinois		60010
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (847) 304-5800

Not Applicable (Former name or former address, if changed since last report)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[o ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[o ] Soliciting material pursuant to Rule 14a -12 under the Exchange Act (17 CFR 240.14a-12)

[o ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[o ] Pre-commencement communications pursuant to Rule 13e -4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On ~~April 25~~ December 10, 2006, ~~the~~Clark, ~~Board~~Inc., ofa ~~Directors~~Delaware ofcorporation ~~Clark~~(the “Company”), ~~Inc~~entered into Amendment No. 1 (the “~~Clark~~Amendment”) ~~revised~~to the ~~compensation~~ ~~arrangements~~Agreement ~~for~~and ~~non-employee~~Plan ~~members~~ of ~~its~~Merger ~~Board~~(the of“Merger ~~Directors~~Agreement”), ~~effective~~dated ~~July~~as of November 1, 2006, by and among the Company, AUSA Holding Company, a Maryland corporation (“AUSA”), and AUSA Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of AUSA (“Purchaser”). The Amendment is effective as ~~summarized~~of November 1, 2006. ~~below:~~

Annual Cash Retainers
Board member retainer		$	30,000
Audit committee chairman retainer			10,000
Other committee chairman retainer			5,000
Lead director additional retainer			15,000
Meeting Fees (per meeting)
Board meeting attendance fee		$	1,000
Audit committee meeting attendance fee			750
Other committee meeting attendance fee			750
Equity Compensation
Initial grant upon commencement of director service	Options to purchase 10,000 shares of Clark common stock
Annual grant	Options to purchase 8,000 shares of Clark common stock
Additional grant upon re-election to an additional three-year term	Options to purchase 10,000 shares of Clark common stock

The Amendment modifies the Merger Agreement to reflect the parties’ original intention that consummation of the tender offer to be commenced by Purchaser be conditioned in part on the requirement that a majority of shares of Company Common Stock beneficially owned by Disinterested Stockholders (as defined in the Merger Agreement) be validly tendered prior to the expiration of the tender offer, and that Disinterested Stockholder Approval (as provided or referred to in Section 6.01(a) and Section 7.03 of the Merger Agreement) was not intended to operate as a condition to the merger, in which dissenting stockholders would have appraisal rights under Delaware law, that is expected to be effected following consummation of the tender offer. In addition, the Amendment expands the list of stockholders of the Company who are not considered Disinterested Stockholders.

~~The~~ A ~~annual~~copy ~~cash retainer for service as a member~~ of the ~~Board~~Amendment ~~of Directors~~ is ~~a flat fee~~attached ~~and~~as ~~replaces Clark’s previously existing tiered fee structure based on the number of director terms served~~Exhibit 2.1 ~~Similarly, the annual grant of options~~ to ~~purchase~~ ~~8,000~~this ~~shares~~report ofand ~~Clark~~is ~~common~~incorporated ~~stock will be awarded to each director~~herein ~~without~~by ~~regard to the number of director terms served~~reference. ~~Annual~~The ~~options~~foregoing ~~granted to members~~description of the ~~Board~~Amendment ofdoes ~~Directors~~not ~~will~~purport ~~vest~~to ~~ratably~~be incomplete ~~quarterly installments over the subsequent 12 months,~~ and ~~the commencement of director~~is ~~service/re-election~~qualified ~~options~~in ~~will~~its ~~vest~~entirety ~~ratably~~by onreference ~~an annual basis over a three-year period beginning on the date of grant. All options are issued with an exercise price equal~~ to the ~~market value of Clark common stock on the date of grant and expire ten years from the date of grant~~Amendment.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit 2.1		Amendment No. 1 to Agreement and Plan of Merger, dated as of November 1, 2006, by and among the Company, AUSA Holding Company and AUSA Merger Sub, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 1, 2006 CLARK, INC. By: /s/ Jeffrey W. Lemajeur Jeffrey W. Lemajeur Chief Financial Officer


	CLARK, INC.
	By:	/s/ Thomas M. Pyra
Date: December 13, 2006		Thomas M. Pyra
		President and Chief Operating Officer

INDEX TO EXHIBITS


Exhibit

2.1		Amendment No. 1 to Agreement and Plan of Merger, dated as of November 1, 2006, by and among the Company, AUSA Holding Company and AUSA Merger Sub, Inc.

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