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                                                                    EXHIBIT 3.5

                              CERTIFICATE OF MERGER
                                       OF
                                NICB AGENCY, INC.
                                       AND
                           CLARK/BARDES HOLDINGS, INC.


The undersigned corporations

DO HEREBY CERTIFY:

         1. The name and state of incorporation of each of the constituent
corporations in the merger is as follows:

            (i) NICB AGENCY, INC., which is incorporated under the laws of the
State of Texas; and

            (ii) CLARK/BARDES HOLDINGS, INC., which is incorporated under the
laws of the State of Delaware.

         2. A Plan of Merger has been approved, adopted, certified, executed and
acknowledged by each of the aforesaid constituent corporations in accordance
with the provisions of Section 252 of the General Corporation Law of the State
of Delaware.

         3. The name of the surviving corporation in the merger herein certified
is CLARK/BARDES HOLDINGS, INC., which will continue its existence as said
surviving corporation under its present name upon the effective date of said
merger pursuant to the provisions of the General Corporation Law of the State of
Delaware.

         4. The Certificate of Incorporation of CLARK/BARDES HOLDINGS, INC., as
now in force and effect, shall continue to be the Certificate of Incorporation
of said surviving corporation until amended and changed pursuant to the
provisions of the General Corporation Law of the State of Delaware.

         5. The executed Plan of Merger between the aforesaid constituent
corporations is on file at the principal place of business of the aforesaid
surviving corporation, the address of which is as follows:

                            2121 San Jacinto Street
                            Suite 2200
                            Dallas, Texas 75201


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         6. A copy of the aforesaid Plan of Merger will be furnished by the
aforesaid surviving corporation on request, and without cost, to any stockholder
of each of the aforesaid constituent corporations.

         7. The Plan of Merger between the aforesaid constituent corporations
provides that the merger herein certified shall be effective upon the issuance
of a Certificate of Merger by the Secretary of State of the State of Delaware
and Articles of Merger by the Secretary of State of the State of Texas.


Dated:   May 18, 1999.
                                             CLARK/BARDES HOLDINGS, INC.


                                             By:   /s/ Thomas M. Pyra
                                                   ----------------------------
                                             Its:  Chief Financial Officer


Dated:   May 18, 1999.
                                             NICB AGENCY, INC.


                                             By:   /s/ Kathryn Orr Smith
                                                   ----------------------------
                                             Its:  President
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                                 PLAN OF MERGER

                                     MERGING

                                NICB AGENCY, INC.
                              (A TEXAS CORPORATION)

                                  WITH AND INTO

                           CLARK/BARDES HOLDINGS, INC.
                            (A DELAWARE CORPORATION)

                                 **************

         THIS PLAN OF MERGER, is made and entered into as of May 18, 1999 (the
"Agreement"), by and between Clark/Bardes Holdings, Inc., a Delaware corporation
("Holdings"), and NICB Agency, Inc., a Texas corporation ("NICB"). Holdings and
NICB are hereinafter sometimes referred to as the "Constituent Corporations."

                              W I T N E S S E T H:

         WHEREAS, Holdings is a corporation duly organized and existing under
the laws of the State of Delaware, having authorized capital stock consisting of
20,000,000 shares of common stock, $.01 par value ("Holdings Shares"); and

         WHEREAS, NICB is a corporation duly organized and existing under the
laws of the State of Texas having authorized capital stock consisting of 100,000
common shares, $1.00 par value per share ("NICB Shares");

         WHEREAS, Holdings, NICB and certain other persons are parties to that
certain Agreement and Plan of Reorganization dated as of May 18, 1999 (the
"Merger Agreement"); and

         WHEREAS, the Board of Directors of Holdings and the Board of Directors
and shareholders of NICB deemed it advisable and in the best interests of said
corporations that NICB merge with and into Holdings upon the terms and
conditions set forth herein and in accordance with the laws of the States of
Delaware and Texas (the "Merger").

         NOW, THEREFORE, the parties hereto agree as follows:

                                    SECTION 1

                   EFFECT OF THE MERGER; CONVERSION OF SHARES

         1.1 MERGER. At the Effective Time (as hereinafter defined) of the
Merger, NICB shall be merged with and into Holdings, the separate corporate
existence of NICB (except to the extent provided by the laws of the State of
Texas) shall cease, and Holdings shall continue as the




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surviving corporation. The Merger shall have the further effects set forth under
the laws of the State of Delaware. Holdings, in its capacity as the surviving
corporation of the Merger, is hereinafter sometimes referred to as the
"Surviving Corporation."

         1.2 HOLDINGS SHARES. At the Effective Time, each Holdings Share issued
and outstanding immediately prior to the Effective Time shall not be affected by
the Merger and after the Effective Time shall continue to be an issued and
outstanding Holdings Share.

         1.3 NICB SHARES. At the Effective Time, each NICB Share issued and
outstanding immediately prior to the Effective Time shall, by virtue of the
Merger and without any action by the holder of such NICB Share or any other
person, automatically be converted into the right to receive 39.697 shares of
common stock of Holdings and up to 384,452 shares of common stock of Holdings,
all in accordance with and pursuant to the terms of that certain Agreement and
Plan of Reorganization dated as of May 18, 1999, by and among Holdings, NICB and
the shareholders of NICB. Any NICB Share held in the treasury of NICB shall be
canceled and no payment shall be made in respect thereof.

         1.4 FRACTIONAL SHARES. It is anticipated that fractional shares shall
not be issued as part of the merger consideration, but in the case where a
holder of NICB Shares would, except for this provision be entitled under the
terms of the Merger Agreement to receive a fractional share of Holdings Shares,
Holdings shall deliver to such holder of NICB Shares that amount of cash equal
to the value of such fractional share.

                                    SECTION 2

                                 EFFECTIVE TIME

         2.1 ARTICLES/CERTIFICATE OF MERGER. Following approval of the Merger by
the Board of Directors of Holdings and the shareholders and Board of Directors
of NICB, and provided that this Agreement has not been abandoned pursuant to
Section 4.2 hereof, each of Holdings and NICB shall cause appropriate
Certificate or Articles of Merger to be executed, acknowledged and filed with
the Secretary of State of the States of Delaware and Texas.

         2.2 EFFECTIVE TIME. The Merger shall become effective upon the issuance
of a Certificate or Articles of Merger, as the case may be, by the Secretary of
State of the States of Delaware and Texas (the "Effective Time").

                                    SECTION 3

                          CERTIFICATE OF INCORPORATION;
                    BY-LAWS; BOARD OF DIRECTORS AND OFFICERS

         3.1 CERTIFICATE OF INCORPORATION. The Certificate of Incorporation of
Holdings (a certified copy of which is attached hereto as EXHIBIT A) as in
effect at the Effective Time shall


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continue to be the Certificate of Incorporation of the Surviving Corporation
until the same shall be amended in the manner provided by law.

         3.2 BY-LAWS. The By-laws of Holdings as in effect at the Effective Time
shall continue to be the By-laws of the Surviving Corporation until the same
shall be altered, amended or repealed in accordance with the provisions thereof.

         3.3 BOARD OF DIRECTORS AND OFFICERS. The members of the Board of
Directors and the officers of Holdings holding office immediately prior to the
Effective Time shall be and remain the members of the Board of Directors and
officers of the Surviving Corporation and shall hold such offices until the
expiration of their current terms, or their prior resignation, removal or death.


                                    SECTION 4

                             AMENDMENT; ABANDONMENT

         4.1 AMENDMENT. At any time prior to the Effective Time, whether before
or after approval by the stockholders of the Constituent Corporations, this
Agreement may be amended in a written agreement executed by the parties hereto.

         4.2 ABANDONMENT. This Agreement may be terminated and the Merger
abandoned for any reason by a resolution adopted by the Board of Directors of
any of Holdings or NICB at any time prior to the Effective Time notwithstanding
the approval of this Agreement by the stockholders of Holdings or NICB.

                            [Signature Page Follows]


                                        3
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         IN WITNESS WHEREOF, this Agreement is hereby executed on behalf of each
of the Constituent Corporations and attested to by their respective secretaries
thereunto duly authorized as of the date first written above.

                                    CLARK/BARDES HOLDINGS, INC.

ATTEST:
                                    By:    /s/ MEL TODD
                                       ------------------------------------
/s/ KEITH STAUDT                    Name:  Mel Todd
-----------------------             Title: President and Chief Executive Officer
Keith Staudt, Secretary

                                    NICB AGENCY, INC.

ATTEST:
                                    By:     /s/ KATHRYN ORR SMITH
/s/ [ILLEGIBLE]                        -----------------------------------
------------------------            Name:   Kathryn Orr Smith
-------------, Secretary            Title:  President




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