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  June 21,  2000 by and  among
          Clark/Bardes,   Inc.   and   Clark/Bardes   Holdings,   Inc.  as
          Purchasers  and Pearl  Meyer,  Diane  Posnak,  Steven  E.  Hall,
          Rhonda C.  Edelman,  Claude E. Johnston and David E. Swinford as
          Stockholders  (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 July 5, 2000).
   2.11   Agreement  of  Merger  and Plan of  Reorganization  by and among
          Clark/Bardes  Holdings,  inc.,  and  Clark/Bardes   Acquisition,
          Inc.,  and  Corporation  Resource  Gropu,  Inc.  and  William L.
          MacDonald,  Sr. (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 11, 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   First  Amendment  to Amended and Restated  Credit  Agreement as of
          August  23,  2000 by and  among  Clark/Bardes,  Inc.,  Bank One,
          Texas,  N.A.  as  administrative  agent  for  itself  and  other
          designated lenders.
  23.1    Consent  of  experts,  Ernst & Young  LLP to the  incorporation  by
          reference in the Registration  Statement (Form S-8 No. 33-68163_
          pertaining  to  the   Employees'   Savings  Plan   Statement  of
          Clark/Bardes  Holdings,  Inc. and in the Registration  Statement
          (Form S-3 No.  33-46104) of Clark/Bardes  Holdings,  Inc. and in
          the related  Prospectus of their report dated February 23, 2001,
          with  respect  to  the  consolidated   financial  statements  of
          Clark/Bardes  Holdings,  Inc.  included  in this  Annual  Report
          (Form 10-K) for the year ended December 31, 2000.
_______________
*filed herewith