Exhibit List
2.1 Reorganization Agreement, by and among Clark/Bardes, Inc.,
Clark/ Bardes, Inc. and the Predecessor Company (Incorporated
herein by reference to Exhibit 2.1 of Clark/Bardes '
Registration Statement on Form S-1, File No. 333-56799).
2.2 Letter of Intent, dated May 29, 1998, from Clark/Bardes, Inc.
and the Schoenke Companies (Incorporated herein by reference to
Exhibit 2.2 of Clark/Bardes' Registration Statement on Form
S-1, File No. 333-56799).
2.3 Asset Purchase Agreement, dated September 5, 1997, among
Clark/Bardes, Inc., Bank Compensation Strategies, Inc., et al.
(Incorporated herein by reference to Exhibit 2.3 of
Clark/Bardes' Registration Statement on Form S-1, File No.
333-56799).
2.4 Letter of Understanding, dated October 1, 1998, by and between
Clark/Bardes Holdings, Inc and the Wiedemann & Johnson Company
(Incorporated herein by reference to Exhibit 10 of
Clark/Bardes' Quarterly Report on Form 10-Q, File No.
000-24769, filed with the SEC on November 16, 1998).
2.5 Asset Purchase Agreement, dated September 18, 1998, with
Schoenke & Associates Corporation, Schoenke & Associates
Securities Corporation and Raymond F. Schoenke, Jr.
(Incorporated herein by reference to Exhibit 2.2 of
Clark/Bardes' Current Report on Form 8-K, File No. 000-24769,
filed with the SEC on October 2, 1998).
2.6 Asset Purchase Agreement, dated November 16, 1998, by and among
Clark/Bardes, Inc., Clark/Bardes, Inc., Wiedemann & Johnson
Company, Bruce Hlavacek and Jennie Hlavacek (Incorporated
herein by reference to Exhibit 2.6 of Clark/Bardes' Annual
Report on Form 10-K, File No. 000-24769, filed with the SEC on
March 31, 1999).
2.7 Asset Purchase Agreement, dated April l5, 1999, by and among
Clark/Bardes, Inc., Clark/Bardes Holdings, Inc., Phynque, Inc.,
and certain shareholders of Phynque, Inc. (Incorporated herein
by reference to Exhibit 2.1 of Clark/Bardes' Current Report on
Form 8-K, File No. 000-24769, filed with the SEC on April 20,
1999).
2.8 Agreement and Plan of Reorganization, dated May 18, 1999, by
and among Clark/Bardes Holdings, Inc., NICB Agency, Inc., and
David Shuster, Lynn High, Kathy Smith, and Kelly Earls
(Incorporated herein by reference to Exhibit 2.8 of
Clark/Bardes' Quarterly Report on Form 10-Q, File No.
000-24769, filed with the SEC on August 16, 1999).
2.9 Asset and Stock Purchase Agreement, dated September 1, 1999, by
and among Clark/Bardes, Inc. and The Wamberg Organization Inc.
and W.T. Wamberg (Incorporated herein by reference to Exhibit
2.1 of Clark/Bardes' Current Report on Form 8-K, File No.
000-24769, filed with the SEC on September 16, 1999).
2.10 Stock Purchase Agreement, dated as of June 21, 2000, regarding
Pearl Meyer & Partners, Inc. by and among Clark/Bardes, Inc.,
Clark/Bardes Holdings, Inc. and Pearl Meyer, Diane D. Posnak,
Steven E. Hall, Rhoda G. Edelman, Claude E. Johnston, David N.
Swinford (Incorporated herein by reference to Exhibit 99.1 of
Clark/Bardes' Current Report on Form 8-K, File No. 000-24769,
filed with the SEC on July 5, 2000).
2.11 Agreement of Merger and Plan of Reorganization, dated August
15, 2000, by and among Clark/Bardes Holdings, Inc.,
Clark/Bardes Acquisition, Inc., and Compensation Resource
Group, Inc. and certain shareholders. (Incorporated herein by
reference to Exhibit 2.1 of Clark/Bardes' Current Report on
Form 8-K, File No. 000-24769, filed with the SEC on September
20, 2000).
3.1 Certificate of Incorporation of Clark/Bardes, Inc.
(Incorporated herein by reference to Exhibit 3.1 of
Clark/Bardes' Registration Statement on Form S-1, File No.
333-56799, filed with the SEC on July 12, 1998).
3.2 Bylaws of Clark/Bardes, Inc. (Incorporated herein by reference
to Exhibit 3.2 of Clark/Bardes' Registration Statement on Form
S-1, File No. 333-56799, filed with the SEC on July 12, 1998).
3.3 Certificate of Amendment (Incorporated herein by reference to
Exhibit 3.3 of Clark/ Bardes' Registration Statement on Form
S-1, File No. 333-56799).
3.4 Certificate of Designation (Incorporated herein by reference to
Exhibit 3.4 of Clark/ Bardes' Registration Statement on Form
S-1, File No. 333-56799).
3.5 Certificate of Merger of NICB Agency, Inc. and Clark/Bardes
Holdings, Inc. (Incorporated herein by reference to Exhibit 3.5
of Clark/Bardes' Quarterly Report on Form 10-Q, File No.
000-24769, filed with the SEC on August 16, 1999)
4.1 Specimen Certificate for shares of Common Stock, par value $.01
per share, of Clark/ Bardes Holdings, Inc. (Incorporated herein
by reference to Exhibit 4.1 of Clark/Bardes' Amendment No. 1 to
the Registration Statement on Form S-1, File No. 333-56799,
filed with the SEC on July 27, 1998).
4.2 Rights Agreement, dated as of July 10, 1998, by and between
Clark/Bardes, Inc. and The Bank of New York (Incorporated
herein by reference to Exhibit 4.4 of Clark/Bardes' Quarterly
Report on Form 10-Q, File No. 000-24769, filed with the SEC on
November 16, 1998).
10.1 Clark/Bardes, Inc. 1998 Stock Option Plan (Incorporated herein
by reference to Exhibit 10.1 of Clark/Bardes' Registration
Statement on Form S-1, File No. 333-56799).
10.2 Administration and Services Agreement, by and between
Clark/Bardes, Inc. and Clark/Bardes Agency of Ohio, Inc.
(Incorporated herein by reference to Exhibit 10.2 of
Clark/Bardes' Registration Statement on Form S-1, File No.
333-56799).
10.3 Administration and Services Agreement, by and between
Clark/Bardes, Inc. and Clark/Bardes Securities, Inc.
(Incorporated herein by reference to Exhibit 10.3 of
Clark/Bardes' Registration Statement on Form S-1, File No.
333-56799).
10.4 Administration and Services Agreement, by and between
Clark/Bardes, Inc. and Clark/Bardes, Inc. of Pennsylvania
(Incorporated herein by reference to Exhibit 10.4 of
Clark/Bardes Registration Statement on Form S-1, File No.
333-56799).
10.5 Principal Office Agreement, dated July 29, 1993, by and between
W.T. Wamberg and Clark/Bardes, Inc. (Incorporated Herein by
reference to Exhibit 10.5 of Clark/Bardes' Registration
Statement on Form S-1, File No. 333-56799).
10.6 Buy-Sell Agreement for Clark/Bardes Agency of Ohio, Inc., dated
April 1996, by and between Clark/Bardes Securities, Inc.,
Clark/Bardes Agency of Ohio, Inc. and Robert Kelleher
(Incorporated herein by reference to Exhibit 10.6 of
Clark/Bardes' Registration Statement on Form S-1, File No.
333-56799).
10.7 Note and Warrant Purchase Agreement, dated September 8, 1997,
by and between Clark/Bardes, Inc. and Great-West, Life
Investors and Nationwide (Incorporated herein by Reference to
Exhibit 10.7 of Clark/Bardes' Registration Statement on Form
S-1, File No. 333-56799).
10.8 Note Agreement, dated September 8, 1997, by and between
Clark/Bardes, Inc., Great-West, Life Investors and Nationwide
(Incorporated herein by reference to Exhibit 10.8 of
Clark/Bardes' Registration Statement on Form S-1, File No.
333-56799).
10.9 Form of Common Stock Purchase Warrant, dated September 8, 1997
(Incorporated herein by reference to Exhibit 10.9 of
Clark/Bardes' Registration Statement on Form S-1, File No.
333-6799).
10.10 Form of 11.00% Secured Priority Senior Secured Note Due August
2004 (Incorporated herein by reference to Exhibit 10.10 of
Clark/Bardes' Registration Statement on Form S-1, File No.
333-56799).
10.11 Form of 10.50% Senior Secured Note Due August 2004
(Incorporated herein by reference to Exhibit 10.11 of
Clark/Bardes' Registration Statement on Form S-1, File No.
333-56799).
10.12 Convertible Subordinated Note, dated September 1997
(Incorporated herein by reference to Exhibit 10.12 of
Clark/Bardes' Registration Statement on Form S-1, File No.
333-56799).
10.13 Medium Term Note, dated September 1997 (Incorporated herein by
reference to Exhibit 10.13 of Clark/Bardes' Registration
Statement on Form S-1, File No. 333-56799).
10.14 Stock Purchase Agreement, dated August 22, 1997, by and among
Clark/Bardes, Inc., Malcolm N. Briggs, Steven J. Cochlan, G.F.
Pendleton, and Don R. Teasley (Incorporated herein by reference
to Exhibit 10.14 of Clark/Bardes' Registration Statement on
Form S-1, File No. 333-56799).
10.15 Stock Purchase Agreement, dated August 1997, by and among
Clark/Bardes, Inc. and Henry J. Smith (Incorporated herein by
reference to Exhibit 10.15 of Clark/Bardes' Registration
Statement on Form S-1, File No. 333-56799).
10.16 Lease Agreement, dated April 24, 1998, by and between Northland
Center Limited Partnership and Clark/Bardes, Inc. (Incorporated
herein by reference to Exhibit 10.16 of Clark/Bardes'
Registration Statement on Form S-1, File No. 333-56799).
10.17 Lease Agreement, dated December 30, 1994, by and between C-W#5,
Ltd., and Clark/Bardes, Inc. (Incorporated herein by reference
to Exhibit 10.17 of Clark/Bardes' Registration Statement on
Form S-1, File No. 333-56799).
10.18 Letter of Agreement to Purchase Warrants, dated June 11, 1998,
to Nationwide (Incorporated herein by reference to Exhibit
10.18 of Clark/Bardes' Registration Statement on Form S-1, File
No. 333-56799).
10.19 Letter of Agreement to Purchase Warrants, dated June 11, 1998
to Life Investors (Incorporated herein by Reference to Exhibit
10.19 of Clark/Bardes' Registration Statement on Form S-1, File
No. 333-56799).
10.20 Letter of Agreement to Purchase Warrants, dated June 11, 1998,
to Great-West (Incorporated herein by reference to Exhibit
10.20 of Clark/Bardes' Registration Statement on Form S-1, File
No. 333-56799).
10.21 Phantom Stock Agreement, dated September 5, 1997, by and
between Clark/Bardes, Inc. and Steven J. Cochlan (Incorporated
herein by reference to Exhibit 10.21 of Clark/Bardes'
Registration Statement on Form S-1, File No. 333-56799).
10.22 Employment Agreement, dated November 21, 1996, by and between
Clark/Bardes, Inc. and Kurt J. Laning (Incorporated Herein by
reference to Exhibit 10.22 of Clark/ Bardes' Registration
Statement on Form S-1, File No. 333-56799).
10.23 Employment Agreement, dated March 28, 1995, by and between
Clark/Bardes, Inc. and Keith L. Staudt (Incorporated herein by
reference to Exhibit 10.23 of Clark/ Bardes' Registration
Statement on Form S-1, File No. 333-56799).
10.24 Employment Agreement, dated August 23, 1993, by and between
Clark/Bardes, Inc. and Larry Sluder (Incorporated herein by
reference to Exhibit 10.24 of Clark/Bardes' Registration
Statement on Form S-1, File No. 333-56799).
10.25 Employment Agreement, dated March 7, 1993, by and between
Clark/Bardes, Inc. and Ronald A. Roth (Incorporated herein by
reference to Exhibit 10.25 of Clark/ Bardes' Registration
Statement on Form S-1, File No. 333-56799).
10.26 Employment Agreement, dated April 15, 1991, by and between
Clark/Bardes, Inc. and Sue A. Leslie (Incorporated herein by
reference to Exhibit 10.26 of Clark/ Bardes' Registration
Statement on Form S-1, File No. 333-56799).
10.27 Employment Agreement, dated June 9, 1993, by and between
Clark/Bardes, Inc. and William J. Gallegos (Incorporated herein
by reference to Exhibit 10.27 of Clark/ Bardes' Registration
Statement on Form S-1, File No. 333-56799).
10.28 Tax Indemnity Agreement by and between Clark/Bardes Holdings,
Inc., Clark/ Bardes, Inc. and certain former Shareholders of
the Predecessor Company (Incorporated herein by reference to
Exhibit 10.28 of Clark/Bardes' Registration Statement on Form
S-1, File No. 333-56799).
10.29 Form of Employee Stock Purchase Plan (Incorporated herein by
reference to Exhibit 10.29 of Clark/Bardes' Registration
Statement on Form S-1, File No. 333-56799).
10.30 Form of Employment Agreement, effective as of September 1,
1998, by and between Clark/Bardes, Inc. and Robert E. Miller
(Incorporated herein by reference to Exhibit 10.30 of
Clark/Bardes' Registration Statement on Form S-1, File No.
333-56799).
10.31 Form of Employment Agreement, effective as of July 1, 1998, by
and between Clark/ Bardes, Inc. and Thomas M. Pyra
(Incorporated herein by reference to Exhibit 10.31 of
Clark/Bardes' Registration Statement on Form S-1, File No.
333-56799).
10.32 Form of Employment Agreement, effective as of July 1, 1998, by
and between Clark/ Bardes Holdings, Inc. and Melvin G. Todd
(Incorporated herein by reference to Exhibit 10.32 of
Clark/Bardes' Registration Statement on Form S-1, File No.
333-56799).
10.33 Form of Commission Transfer Agreement by and between W.T.
Wamberg, The Wamberg Organization, Inc. and Clark/Bardes, Inc.
(Incorporated herein by reference to Exhibit 10.33 of
Clark/Bardes' Registration Statement on Form S-1, File No.
333-56799).
10.34 Letter of Agreement, dated July 24, 1998, to Great-West, Life
Investors and Nationwide (Incorporated herein by reference to
Exhibit 10.34 of Clark/Bardes' Registration Statement on Form
S-1, File No. 333-56799).
10.35 Employment Agreement, dated September 1, 1997, by and between
Clark/Bardes, Inc. and Richard C. Chapman (Incorporated herein
by reference to Exhibit 10.35 of Clark/Bardes' Registration
Statement on Form S-1, File No. 333-56799).
10.36 Put Rights Agreement, dated as of September 9, 1997, by and
among Clark/Bardes, Inc., Great-West, Life Investors and
Nationwide (Incorporated herein by reference to Exhibit 10.38
of Clark/Bardes' Registration Statement on Form S-1, File No.
333-56799).
10.37 Participation Rights Agreement, dated as of September 9, 1997,
by and among Clark/ Bardes, Inc., Great-West, Life Investors
and Nationwide (Incorporated herein by reference to Exhibit
10.39 of Clark/Bardes' Registration Statement on Form S-1, File
No. 333-56799).
10.38 Registration Rights Agreement, dated as of September 9, 1997,
by and among Clark/ Bardes, Inc., Great-West, Life Investors
and Nationwide (Incorporated herein by reference to Exhibit
10.40 of Clark/Bardes' Registration Statement on Form S-1, File
No. 333-56799).
10.39 Form of Letter Agreement between Phoenix Home Life and
Clark/Bardes Holdings (Incorporated herein by reference to
Exhibit 10.41 of Clark/Bardes' Registration Statement on Form
S-1, File No. 333-56799).
10.40 Letter Agreement, dated August 14, 1998, between Nationwide and
Clark/Bardes Holdings (Incorporated herein by Reference to
Exhibit 10.42 of Clark/Bardes' Registration Statement on Form
S-1, File No. 333-56799).
10.41 Letter Agreement, dated August 14, 1998, between Great-West and
Clark/Bardes Holdings (Incorporated herein by reference to
Exhibit 10.43 of Clark/Bardes' Registration Statement on Form
S-1, File No. 333-56799).
10.42 Letter Agreement, dated as of August 17, 1998, between General
American and Clark/Bardes Holdings (Incorporated herein by
reference to Exhibit 10.44 of Clark/Bardes' Registration
Statement on Form S-1, File No. 333-56799).
10.43 1998 Non-Employee Director Stock Option Plan (Incorporated
herein by reference to Exhibit 4.7 of Clark/Bardes'
Registration Statement on Form S-8, File No. 333-68163, filed
with the SEC on December 1, 1998).
10.44 Credit Agreement, dated January 15, 1999, among Clark/Bardes,
Inc., Bank One Texas, N.A., U.S. Bank National Association,
certain financial institutions, and Banc One Capital Markets,
Inc. (Incorporated herein by reference to Exhibit 10.46 of
Clark/Bardes' Annual Report on Form 10-K, File No. 000-24769,
filed with the SEC on March 31, 1999).
10.45 Lease Agreement, dated December 30, 1996, by and between
Bellemead Development Corporation and Schoenke & Associates
Corporation (Incorporated herein by reference to Exhibit 10.47
of Clark/Bardes' Annual Report on Form 10-K, File No.
000-24769, filed with the SEC on March 31, 1999).
10.46 Lease of Office Space, dated February 20, 1990, by and between
T.N.C. Northstar Associates Limited Partnership and Phynque,
Inc., as amended (Incorporated herein by reference to Exhibit
10.46 of Clark/Bardes' Quarterly Report on Form 10-Q, File No.
000-24769, filed with the SEC on August 16, 1999).
10.47 Form of Employment Agreement, dated April 5, 1999, by and
between Clark/Bardes, Inc. and Donald Wegmiller (Incorporated
herein by reference to Exhibit 10.47 of Clark/Bardes' Quarterly
Report on Form 10-Q, File No. 000-24769, filed with the SEC on
August 16, 1999).
10.48 Employment Agreement, dated as of September 1, 1999, by and
between Clark/Bardes Holdings, Inc. and W.T. Wamberg
(Incorporated herein by reference to Exhibit 10.48 of
Clark/Bardes' Quarterly Report on Form 10-Q, File No.
000-24769, filed with the SEC on November 12, 1999).
10.49 Sublease Agreement, dated as of September 1, 1999, between
Clark/Bardes, Inc. and The Wamberg Organization (Incorporated
herein by reference to Exhibit 10.49 of Clark/Bardes' Quarterly
Report on Form 10-Q, File No. 000-24769, filed with the SEC on
November 12, 1999).
10.50 Amended and Restated Credit Agreement, dated as of December 28,
1999 among Clark/Bardes, Inc. as Borrower, Bank One Texas, NA
as Administrative Agent, U.S. Bank National Association as
Co-Agent, Certain Financial Institutions as Lenders, and Bank
One Capital Markets, Inc. as Lead Arranger and Sole Book Runner
(Incorporated herein by reference to Exhibit 10.50 of
Clark/Bardes' Annual Report on Form 10-K, File No. 000-24769,
filed with the SEC on March 29, 2000).
10.51 Promissory Note, dated September 6, 2000, by and among
Clark/Bardes Holdings, Inc. and William L. MacDonald, Sr.
(Incorporated herein by reference to Exhibit 10.1 of
Clark/Bardes' Current Report on Form 8-K, File No. 000-24769,
filed with the SEC on September 20, 2000).
*27.1 Financial Data Schedule (included with SEC filed copy only).
______________
*filed herewith
