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                                                                    EXHIBIT 10.1



                           CLARK/BARDES HOLDINGS, INC.

                             1998 STOCK OPTION PLAN


     1. Purpose. The Clark/Bardes Holdings, Inc. 1998 Stock Option Plan (the
"Plan") is intended to advance the interests of Clark/Bardes Holdings, Inc., a
Delaware corporation (the "Company"), and its stockholders, by encouraging and
enabling selected officers, directors, consultants, agents and employees, upon
whose judgment, initiative and effort the Company is largely dependent for the
successful conduct of its business, to acquire and retain a proprietary interest
in the Company by ownership of its stock. It is intended that options which may
qualify for treatment as "incentive stock options" under Section 422 (formerly
Section 422A) of the Internal Revenue Code of 1986, as amended, and all Treasury
Regulations promulgated thereunder (collectively, the "Code"), as well as
options which may not so qualify, may be granted under the Plan. This Plan is an
assumption by the Company, and an amendment and restatement, effective as of the
date specified in Paragraph 15 below, of the Clark/Bardes, Inc. Stock Option
Plan, adopted by the board of directors of Clark/Bardes, Inc. on March 5, 1997
(the "Prior Plan"). This Plan is being adopted by the Company as part of the
reorganization in which the Company was created and Clark/Bardes, Inc. was
merged into a wholly-owned subsidiary of the Company. Pursuant to this Plan and
written agreements entered into with the existing Optionees whose options were
granted under the Prior Plan, all outstanding and unexercised Options under the
Prior Plan ("Existing Options") have been (or will be) amended to become options
to purchase the appropriate number of shares of Company Stock at the appropriate
adjusted exercise price (under the principles described in Code Section 424(a))
and to make such Existing Options fully vested and exercisable. All Existing
Options shall be governed by the terms and provisions of the Prior
    



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Plan, except that (i) the Existing Options shall be amended as described in the
preceding sentence, (ii) the Committee, as defined herein, shall administer such
options and (iii) Paragraph 7 of the Plan shall apply in lieu of Paragraph 7 of
the Prior Plan. 

     2. Definitions. 

     (a) "Board" means the board of directors of the Company. 

     (b) "Committee" means the Board or a committee of the Board to whom its
authority to administer this Plan has been delegated. Any such committee shall
be composed of at least two individuals who shall qualify as "non-employee
directors" within the meaning of Rule 16b-3 promulgated under the Securities
Exchange Act of 1934. 

     (c) "Common Stock" means the Company's Common Stock, par value $.01 per
share. 

     (d) "Date of Exercise" means the date on which an Option is validly
exercised pursuant to the Plan. 

     (e) "Date of Grant" means the date on which an Option is granted under the
Plan, which will be the date the Committee takes the requisite action to grant
the Option, unless the Committee specifies a later date. 

     (f) "Fair Market Value" of the Company's Common Stock means, at any time
that the Common Stock is not publicly traded, the value of the Common Stock as
determined by the Committee, based on any reasonable valuation method; at any
time the Common Stock is traded on the NASDAQ over-the-counter market, the
closing interdealer bid quotation for the Common Stock (without retail mark-up,
mark-down or conversion) on such date; or at any time the Common Stock is traded
on a national 
    

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securities exchange or the NASDAQ National Market System, the closing price of
such stock on such exchange or system on such date (or, in each case, if such
date is not a trading day, on the last trading day immediately preceding such
date). For options approved at such times as the Common Stock is not reported or
quoted by any such organization (including options approved prior to the initial
public stock offering of the Company), the fair market value of the shares of
Common Stock shall be the fair market value thereof determined in good faith by
the Committee. In addition to the above rules, Fair Market Value shall be
determined without regard to any restriction other than a restriction which, by
its terms, will never lapse. 

     (g) "Incentive Stock Option" means an option that qualifies as an incentive
stock option under all of the applicable requirements of the Code. 

     (h) "Incentive Stock Option Agreement" means the agreement between the
Company and the Optionee, in such form as may from time to time be adopted by
the Committee, under which the Optionee may purchase Common Stock pursuant to
the terms of an Incentive Stock Option granted under the Plan. 

     (i) "Non-Qualified Stock Option" means an option to purchase Common Stock
granted pursuant to the provisions of the Plan that does not qualify as an
Incentive Stock Option. 

     (j) "Non-Qualified Stock Option Agreement" means the agreement between the
Company and the Optionee, in such form as may from time to time be adopted by
the Committee, under which the Optionee may purchase Common Stock pursuant to
the terms of a Non-Qualified Stock Option granted under the Plan. 
    



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     (k) "Option" means an option granted under the Plan to purchase a share of
Common Stock. 

     (l) "Option Agreement" means a Non-Qualified Stock Option Agreement, or an
Incentive Stock Option Agreement. 

     (m) "Optionee" means a person to whom an Option, which has not expired, has
been granted under the Plan. 

     (n) "Participant" means any of those persons described in Paragraph 5
hereof who receive a grant of an Option. 

     (o) "Subsidiary" or "Subsidiaries" means a subsidiary corporation or
corporations of the Company as defined in Section 424(f) of the Code. 

     (p) "Successor" means the legal representative of the estate of a deceased
Optionee or the person or persons who acquire the right to exercise an Option by
bequest or inheritance or by reason of the death of an Optionee. 

     3. Administration and Interpretation of Plan. The Plan shall be
administered by the Committee. The Committee shall have full and final authority
in its discretion, subject to the provisions of the Plan: (i) to determine the
individuals to whom, and the time or times at which, Options shall be granted
and the number of shares of Common Stock covered by each Option; (ii) to
construe and interpret the Plan; and (iii) to make all other determinations and
take all other actions deemed necessary or advisable for the proper
administration of the Plan. All such actions and determinations by the Committee
shall be final and conclusively binding for all purposes and upon all persons.

     4. Common Stock Subject to Options. The aggregate number of shares of the
Company's Common Stock which may be issued upon the exercise of Options granted
under 
    

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the Plan shall not exceed 2,000,000, subject to adjustment by the Committee to
reflect, as deemed appropriate by the Board, any stock dividend, stock split,
reverse stock split, share combination, extraordinary cash dividend, warrants or
rights offerings to purchase Common Stock, exchange of shares, reorganization,
merger, recapitalization or the like, of or by the Company that affect the
Common Stock, such that an adjustment is necessary to maintain the benefits or
potential benefits intended to be provided under the Plan. The shares of Common
Stock to be issued upon the exercise of Options may be authorized but unissued
shares, shares issued and reacquired by the Company or shares bought on the open
market for the purposes of the Plan. In the event any Option shall, for any
reason, terminate or expire or be canceled or surrendered without having been
exercised in full, the shares subject to such Option, but not purchased
thereunder, shall again be available for Options to be granted under the Plan.

     5. Participants. Options may be granted under the Plan to any person who is
an officer or other key employee (including officers and employees who are also
directors), non-employee directors or a licensed insurance producer of the
Company or any of its Subsidiaries (collectively, "Participants"). 

     6. Terms and Conditions of Options. Any Option granted under the Plan shall
be evidenced by either an Incentive Stock Option Agreement or a Non-Qualified
Stock Option Agreement executed by the Company and the Optionee. Such Option
Agreement shall be subject to the following limitations and conditions: 

            (a) Option Price. The option price per share with respect to each
     Option shall be determined by the Committee but in no instance shall the
     option price for any Incentive Stock Option be less than 100% of the Fair
     Market Value of a share of the Common Stock on the Date of Grant. However,
     nothing contained herein shall prohibit 

    

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the Committee, in its discretion, from canceling any outstanding options and
reissuing a new Option at a lower exercise price in the event that the Fair
Market Value per share of Common Stock at any time prior to the date of exercise
falls below the exercise price of any Option granted pursuant to the Plan. 

     (b) Payment of Option Price. Full payment for shares purchased upon
exercising an Option shall be made (i) in cash or by check, (ii) if so permitted
by the Company, by delivery of previously owned shares of Common Stock, (iii)
partly in cash or by check and partly in such stock or (iv) by delivery of the
equivalent thereof acceptable to the Company. The value of shares of Common
Stock delivered in connection with the payment of the option price shall be the
Fair Market Value of such shares on the Date of Exercise of the Option. 

     (c) Term of Option. The expiration date of each Option shall not be more
than ten (10) years from the Date of Grant.

     (d) Vesting. Options may vest either on the Date of Grant or according to
such vesting schedule or event as may be specified by the Committee. Neither an
Optionee nor his Successor shall have any of the rights of a stockholder of the
Company until the certificate or certificates evidencing the shares purchased
pursuant to the exercise of an Option are properly delivered to such Optionee or
his Successor. 

     (e) Exercise of an Option. Each Option shall be exercisable at any time,
and from time to time, and in no particular order if the Optionee holds more
than one Option, throughout a period commencing on or after the Date of Grant,
or vesting date as specified by the Committee, and ending upon the earliest of
the expiration, cancellation, surrender or termination of the Option; provided
however, that no Option shall be 
    

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exercisable in whole or in part prior to the date of stockholder approval of the
Plan. Furthermore, the exercise of each Option shall be subject to the condition
that if at any time the Company shall determine in its discretion that the
satisfaction of withholding tax or other withholding liabilities, or that the
listing, registration, or qualification of any share otherwise deliverable upon
such exercise upon any securities exchange or under any state or federal law, or
that the report to, or consent or approval of, any regulatory body, is necessary
or desirable as a condition of, or in connection with, such exercise or the
delivery or purchase of shares pursuant thereto, then in any such event, such
exercise shall not be effective unless such withholding, listing, registration,
qualification, report, consent or approval shall have been effected or obtained
free of any conditions not acceptable to the Company. The Committee may provide
for the alternative exercise of an Option by surrendering the Option in exchange
for an amount of cash or shares of Common Stock equal in amount or value to the
product of (A) the number of shares of Common Stock subject to the Option (or
portion thereof) being exercised and (B) the excess, if any, of (i) the Fair
Market Value of a share of Common Stock on the date of exercise over (ii) the
exercise price of the Option being exercised. Any such alternative exercise of
an Incentive Stock Option shall be in accordance with the Code requirements for
tandem grants of incentive stock options and stock appreciation rights. If an
Option is exercised through a surrender, as described above, the shares of
Common Stock subject to such Option shall be subtracted from the number of
remaining shares available for issuance pursuant to the Plan. 

     (f) Nontransferability of Option. Except as may otherwise be provided in an
applicable Non-Qualified Stock Option Agreement, no Option shall be transferable
or 
    

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assignable by an Optionee, voluntarily, or by operation of law, other than by
will or the laws of descent and distribution. Each Option shall be exercisable,
during the Optionee's lifetime, only by the Optionee. No Option or the shares
covered thereby shall be pledged or hypothecated in any way. 

     (g) Termination of Employment. Except as otherwise provided in an
applicable Option agreement, upon the termination of an Optionee's employment
with the Company or with any of its Subsidiaries for any reason other than
death, the Optionee's Options shall expire unless exercised prior to the date of
the expiration of such Options or within ninety (90) days after said termination
of employment, whichever occurs first. Neither the adoption of this Plan nor the
grant of an Option to an eligible person shall alter in any way the Company's or
the relevant Subsidiary's rights to terminate such person's employment or
directorship at any time with or without cause nor does it confer upon such
person any rights or privileges to continued employment, or any other rights and
privileges, except as specifically provided in the Plan. 

     (h) Death of Optionee. Except as otherwise provided in an applicable Option
Agreement, if an Optionee dies while in the employ of the Company or any
Subsidiary, his Option shall expire unless exercised (to the extent exercisable
immediately prior to Optionee's death) by his Successor prior to the date of
expiration of such Options or one (1) year from the date of the Optionee's
death, whichever occurs first. 

     (i) Ten Percent Stockholders. Notwithstanding anything herein to the
contrary, an Option which is intended to qualify as an Incentive Stock Option
may be granted hereunder to any Optionee who, immediately before such Option is
granted, 
    

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beneficially owns, directly or indirectly, more than 10% of the total voting
power of all classes of stock of the Company only if both of the following
conditions are met: 

   
          (i) The option price per share shall be no less than 110% of the Fair
     Market Value of a share of Common Stock on the Date of Grant; and

          (ii) The expiration date of the Option shall be not more than five (5)
     years from the Date of Grant.

     (j) Aggregate Fair Market Value. Notwithstanding anything herein to the
contrary, with respect to an Option which is intended to qualify as an Incentive
Stock Option, the aggregate Fair Market Value (determined as of the time the
option is granted) of the Common Stock with respect to which Incentive Stock
Options are exercisable for the first time by an Optionee during any calendar
year (under all incentive stock option plans of the Company, and its parent and
Subsidiary corporations) shall not exceed $100,000. 

    (k) Other Terms. Each Incentive Stock Option Agreement or Non-Qualified
Stock Option Agreement, as the case may be, may contain such other provisions
(not inconsistent herewith) as the Committee in its discretion may determine,
including, without limitation: 

          (i) a provision conditioning the exercise of all or part of an Option
     upon such matters as the Committee may deem appropriate (if any) such as
     the passage of time, or the attainment of certain performance goals
     appropriate to reflect the contribution of the Optionee to the performance
     of the Company; 

          (ii) a provision giving the Committee the discretionary authority to
     accelerate the exercisability of an Option in spite of any contrary
     provision 
    

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          contained in an Option, under such circumstances as the Committee may
          deem appropriate; 

          (iii) the manner in which an Option is to be exercised; 

          (iv) investment representations; and 

          (v) confidentiality, nondisclosure, noncompete and nonsolicitation
          provisions. 

7. Repurchase by the Company.

     (a) Except as may otherwise be provided in any applicable Option Agreement
the Company shall have the right, exercisable within 60 days after the later of
(i) the date of Optionee's termination of employment with the Company or a
Subsidiary or termination of service as a director or consultant or (ii) the
date of the exercise by any person other than Optionee of the Option pursuant to
any provision of this Plan, to purchase any shares of Common Stock (or
securities into which any Common Stock has been converted) that were acquired
pursuant to the exercise of an Option under this Plan ("Option Shares"). To the
extent that an Optionee holds exercisable Options at the time of termination of
employment or termination of service as a director or consultant, the Company
may elect to purchase such exercisable Options in the same manner as the Option
Shares at a price equal to the Repurchase Price (as hereinafter defined) less
the exercise price of such exercisable Options. 

     (b) The Repurchase Price for the purchase of the Option Shares shall be
determined as follows: 

          (i) if the Common Stock has been registered pursuant to a registration
     statement filed under the Securities Act of 1933, as amended, and the rules
     and 
    

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     regulations of the Securities and Exchange Commission thereunder (the
     "Act"), then the Repurchase Price per share shall be equal to the average
     closing price per share of the Common Stock for the 30 days preceding the
     date of termination of employment by the Company or a Subsidiary as
     published in the Wall Street Journal; or 

          (ii) if the Common Stock has not been registered under the Act, then
     the price shall be the book value per share of Common Stock as of the last
     day of the month during which termination of employment with the Company or
     a Subsidiary (or termination of service as a Director occurs) as determined
     by the formula:

          P = A-L 
              ---
               S

          P = the purchase price (book value) per Option Share,

          A = the total assets of the Company and its Subsidiaries (determined 
              pursuant to generally accepted accounting principles) shown on the
              Company's balance sheet for the most recent fiscal year ended,

          L = the total liabilities of the Company and its Subsidiaries 
              (determined pursuant to generally accepted accounting principles)
              shown on the Company's balance sheet for the most recent fiscal 
              year ended,

          S = the total number of shares of capital stock of the Company
              outstanding on a fully diluted basis as shown on the Company's 
              balance sheet for the most recent fiscal year ended and as 
              adjusted for any capital transactions, dividends, or 
              reclassification of stock subsequent to such date.

     (c) To the extent that the Company has the right to purchase Option Shares,
the Company may exercise such right by delivery (upon or within sixty days after
the later of Optionee's termination of employment with the Company or a
Subsidiary (or termination of 
    

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        employment with the Company or a Subsidiary (or termination of service
        as a director or consultant) or exercise by a person other than Optionee
        of the Option) of written notice to the Optionee (or such other person
        exercising such Option) stating the full number of Option Shares that
        the Company has elected to purchase, the purchase price per Option
        Share, and the time of purchase (which time shall not be earlier than 5
        days from the date of notice). At the time of purchase, the Optionee
        shall deliver the certificate or certificates representing his Option
        Shares to the Company at its offices and shall execute any stock powers
        or other instruments as may be necessary to transfer full ownership of
        the Option Shares to the Company. At the time of purchase, the Company
        shall issue its own check within 60 days to the Optionee in an amount
        equal to the aggregate purchase price for the Option Shares for which
        the Company has exercised its right to purchase, less any amounts
        required to be withheld under applicable laws. In the event of
        Optionee's death or disability, the Company's right to purchase and the
        manner of purchase shall apply with regard to the Optionee's estate,
        beneficiary, administrator or personal representative. 

     8. No Entitlement or Disqualification. The grant of an Option shall not be
deemed either to entitle the Optionee to, or disqualify the Optionee from,
participation in any other grant of options under this Plan or any other stock
option plan of the Company. 

     9. Allotment of Shares. Subject to the other terms of this Plan, the
Committee shall, in its discretion, determine the number of Options to be
granted from time to time to a Participant. 

     10. Adjustments. The number of shares of Common Stock covered by each
outstanding Option granted under the Plan and the option price shall be adjusted
to reflect, as deemed appropriate by the Committee in its discretion, any stock
dividend, stock split, reverse 
    

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stock split, share combination, exchange of shares, recapitalization, merger,
consolidation, separation, reorganization, liquidation or the like of or by the
Company. Decisions by the Committee as to what adjustments shall be made, and
the extent thereof, shall be final, binding and conclusive for all purposes and
upon all persons. The Committee shall also have discretion to provide, in an
Option Agreement or prior to exercise of an Option, for the assumption of any
Option granted hereunder or the substitution of other options to acquire stock
of another corporation in accordance with the principles of Code Section 424(a).

     11. Designation of Incentive Stock Options. The Committee shall cause each
Option granted hereunder to be clearly designated in the agreement evidencing
such Option, at the time of grant, as to whether or not it is intended to
qualify as an Incentive Stock Option.

     12. Notices. Whenever any notice is required or permitted hereunder, such
notice must be in writing and personally delivered or sent by mail. Any notice
required or permitted to be delivered hereunder shall be deemed to be delivered
on the date which it is personally delivered, or, whether actually received or
not, on the third business day after it is deposited in the United States mail,
certified or registered, postage prepaid, addressed to the person who is to
receive it at the address which such person has theretofore specified by written
notice delivered in accordance herewith. The Company or an Optionee may change,
at any time and from time to time, by written notice to the other, the address
which it or he had theretofore specified for receiving notices. Until changed in
accordance herewith, the Company and each Optionee shall specify as its and his
address for receiving notices the address set forth in the option agreement
pertaining to the shares to which such notice relates. 

     13. Amendment or Discontinuance. The Plan and any Option outstanding
hereunder may be amended or discontinued by the Board without the approval of
the stockholders of the 
    

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Company, except that the Board may not, except as expressly provided in the
Plan, increase the aggregate number of shares which may be issued under Options
granted pursuant to the Plan, change the categories of persons who are
Participants in the Plan or materially increase the benefits which may accrue to
Participants under the Plan, without such approval. 

     14. Effect of the Plan. Neither the adoption of this Plan nor any action of
the Board or Committee shall be deemed to give any person any right to be
granted an option to purchase Common Stock of the Company or any of its
Subsidiaries, or any other rights except as may be evidenced by an Option
Agreement, or any amendment thereto, duly authorized by the Committee and
executed on behalf of the Company and then only to the extent and on the terms
and conditions expressly set forth therein. 

     15. Effective Date. This Plan shall be effective on the date of its
adoption by the Board (the "Effective Date"); provided, however, that the
stockholders of the Company must approve the Plan within twelve months of such
Board adoption. In the event such stockholder approval is not timely obtained,
any Options granted after the Effective Date shall be null and void.

     16. Term. No option may be granted under this Plan after February 28, 2007.

     IN WITNESS WHEREOF, upon authorization of the Board of Directors and the
Stockholders of the Company, the undersigned has caused the Clark/Bardes
Holdings, Inc. 1998 Stock Option Plan to be executed effective as of the ____
day of _______, 1998.

                                        --------------------------------------
                                        Melvin G. Todd
                                        President and Chief Executive Officer
    


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