TALX CORP
FIRST AMENDMENT TO SPLIT-DOLLAR AGREEMENTS
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>c80419exv10w2.txt
<DESCRIPTION>FIRST AMENDMENT TO SPLIT-DOLLAR AGREEMENTS
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.2


                 FIRST AMENDMENT TO AND COMPLETE RESTATEMENT 0F
            SPLIT-DOLLAR AGREEMENTS AND RELATED INSURANCE AGREEMENTS
             DATED APRIL 7, 1995 AS AMENDED BY COMPLETE RESTATEMENT
                         THEREOF DATED OCTOBER 30, 1998

         WHEREAS, TALX CORPORATION, a corporation with its offices and place of
business in the State of Missouri (hereinafter referred to as "TALX"), WILLIAM
W. CANFIELD, an individual residing in the State of Missouri (hereinafter
referred to as the "Employee"), and THOMAS M. CANFIELD and JAMES W. CANFIELD,
Trustees of the Canfield Family Irrevocable Insurance Trust U/A March 31, 1993
(hereinafter referred to collectively as the "Owner") entered into agreements
effective as of April 7, 1995, as amended by subsequent amendments thereof, and
by complete restatement thereof dated October 30, 1998;

         WHEREAS, the parties wish to completely restate the Agreement as it
applies to policies of life insurance (hereinafter referred to as the "Policy"
or "Policies" as applicable) insuring the life of the Employee, and, as to
certain Policies, insuring the lives of the Employee and his wife, SALLY M.
CANFIELD (Employee and his wife hereinafter referred to as an "Insured" or as
the "Insureds" as applicable), in order to incorporate an additional Policy,
effective as of January 1, 1999; such Policy is more fully described in Exhibit
A attached hereto and by this reference made a part hereof:

         Policy # G1602171, issued by AETNA LIFE INSURANCE AND ANNUITY COMPANY;
and



<PAGE>

         WHEREAS, TALX wishes to have Policy # G1602171 collaterally assigned to
it by the Owner, in order to secure the repayment of the amounts which it will
pay toward the premiums on the Policies; and

         NOW, THEREFORE, in consideration of the premises and of the mutual
promises contained herein, the parties hereto agree as follows:

         1. ISSUANCE OF POLICIES. The Policies have heretofore been issued; the
parties hereto agree that they have taken all necessary action to cause the
Policies to conform to the provisions of this Agreement. The parties hereto
agree that the Policies shall be subject to the terms and conditions of this
Agreement and of the collateral assignments where applicable, filed with the
Insurer relating to the Policies.

         2. OWNERSHIP OF POLICIES.

                  a. The Owner shall be the sole and absolute owner of the
Policies, and may exercise all ownership rights granted to the owner thereof by
the terms of the Policies, including but not limited to the right to change the
investment options of the Policies, except as may otherwise be provided herein.

                  b. It is the intention of the parties to this Agreement and
the collateral assignments executed by the Owner to TALX in connection herewith
that the Owner shall retain all rights which the Policies grant to the owner
thereof; the sole right of TALX hereunder shall be to be repaid the amounts
which it has paid toward the premiums on the Policies. Specifically, but without
limitation, TALX shall neither have



                                       2
<PAGE>

nor exercise any right as collateral assignee of the Policies which could in any
way defeat or impair the Owner's right to receive the cash surrender value or
the death proceeds of the Policies in excess of the amount due TALX hereunder.
All provisions of this Agreement and of such collateral assignment shall be
construed so as to carry out such intention. Any dividend declared on the Policy
shall be applied to purchase paid-up additional insurance on the lives of the
Insureds. The parties hereto agree that the dividend election provisions of the
policies shall conform to the provisions hereof.

         3. PAYMENT OF PREMIUMS.

                  a. Thirty (30) days prior to the due date of each Policy
premium, TALX shall notify the Employee and the Owner of the exact amount due
from the Employee hereunder, as follows:

     POLICY #G1493316:     TALX shall pay the full amount of premium on this
                           policy on the joint lives of the Employee and his
                           wife.

     POLICY #G1602171:     TALX shall pay the full amount of premium on this
                           policy on the joint lives of the Employee and his
                           wife.

     POLICY #W4311947:     TALX will pay the full amount of premium on this
                           policy on Employee's life; however, one-third of that
                           amount shall be deemed to be contributed by Employee,
                           and included in his compensation each year.

     POLICY #R2639245:     TALX will pay one-half (l\2) of the premium on this
                           policy on Employee's life. The Employee will pay the
                           other half of each premium on this policy.


                                       3

<PAGE>
Either the Employee or the Owner, on behalf of the Employee, shall pay the
Employee's share of any required contribution to TALX prior to the premium due
date. If neither the Employee nor the Owner makes such timely payment, TALX, in
its sole discretion, may elect to make the Employee's portion of the premium
payment, which payment shall be recovered by TALX as provided herein.

                  b. On or before the due date of each Policy premium, or within
the grace period provided therein, TALX shall pay the full amount of the premium
to the Insurer, and shall, upon request, promptly furnish the Employee evidence
of the timely payment of such premium. Subject to the contribution provided in
paragraph a hereof, TALX shall make all premium payments due with respect to the
Policies while this Agreement is in force. TALX shall annually furnish the
Employee a statement of the amount of income reportable by the Employee for
federal and state income tax purposes, if any, as a result of the insurance
protection provided the Owner as the Policy beneficiary.

         4. RESTRICTED COLLATERAL ASSIGNMENT. To secure the repayment to TALX of
the amount of the premiums on each Policy paid by it hereunder, the Owner has
previously assigned, or will, contemporaneously herewith, assign the Policies to
TALX as collateral, which restricted collateral assignments specifically provide
that the sole right of TALX thereunder is to be repaid the amounts it has paid
toward premiums on the


                                       4
<PAGE>
Policies hereunder. Such repayment shall be made from the cash surrender value
of the Policies (as defined therein) if this Agreement is terminated or if the
Owner surrenders or cancels the Policies, or from the death proceeds of the
policies if the survivor of the Insureds dies while the Policies and this
Agreement remain in force. In no event shall TALX have any right to borrow
against or make withdrawals from the Policies, to surrender or cancel the
policies, nor to take any other action which would impair or defeat the rights
of the Owner in and to the Policies. The restricted collateral assignment of
each Policy to TALX hereunder shall not be terminated, altered or amended by the
Owner while this Agreement is in effect; TALX shall not assign its interest
under the restricted collateral assignment of the Policies to anyone other than
the Owner or the Owner's nominee(s). The parties hereto agree to take all action
necessary to cause such restricted collateral assignment to conform to the
provisions of this agreement.

         5. LIMITATIONS ON OWNER'S RIGHTS IN POLICY.

                  a. The Owner shall take no action with respect to the policies
which would in any way compromise or jeopardize TALX's right to be repaid the
amounts it has paid toward premiums on the Policies while this Agreement is in
effect.

                  b. The Owner shall have the sole right to surrender or cancel
the Policies, and to receive the full cash surrender value of the Policies
directly from the Insurer. Upon the surrender or cancellation of either or both
Policies, TALX shall have the unqualified right to receive a portion of the cash
surrender value equal to the total





                                        5


<PAGE>

amount of the premiums paid by it hereunder. Immediately upon receipt of the
cash value of the Policies from the Insurer, the Owner shall pay to TALX the
portion of such cash value to which it is entitled hereunder and shall retain
the balance, if any; upon such receipt and payment, this Agreement shall
thereupon terminate.

         6. COLLECTION OF DEATH PROCEEDS.

                  a. Upon the death of the survivor of the Insureds, TALX and
the Owner shall cooperate to take whatever action is necessary to collect the
death benefit provided under the Policies; when such benefit has been collected
and paid as provided herein, this Agreement shall thereupon terminate.

                  b. Upon the death of the Employee or, in the case of any
policy insuring the lives of both Employee and his wife, upon the survivor's
death, TALX shall have the unqualified right to receive a portion of such death
benefit equal to the following amounts:

        POLICY #G1493316:           TALX will be reimbursed for the full amount
                                    of premiums paid by it on this policy on the
                                    joint lives of the Employee and his wife.

        POLICY #G1602171:           TALX will be reimbursed for the full amount
                                    of premiums paid by it on this policy on the
                                    joint lives of the Employee and his wife.

        POLICY #W4311947:           TALX will receive the full amount of the
                                    death benefit on this policy on the
                                    Employee's life, over the sum of One Million
                                    Dollars ($1,000,000).



                                       6


<PAGE>


        POLICY #R2639245:           TALX will be reimbursed for the full amount
                                    of premiums paid by it on this policy on
                                    Employee's life.

The balance of the death benefit provided under the Policies, if any, shall be
paid directly to the Owner in the manner and in the amount or amounts provided
in the beneficiary designation provision of the Policies. In no event shall the
amount payable to TALX hereunder exceed the Policy proceeds payable as a result
of the maturity of such Policy as a death claim. No amount shall be paid from
such death benefit to the Owner until the full amount due TALX hereunder has
been paid. The parties hereto agree that the beneficiary designation provision
of the policies shall conform to the provisions hereof.

                  c. Notwithstanding any provision hereof to the contrary, in
the event that, for any reason whatsoever, no death benefit is payable under the
Policies upon the death of the survivor of the Insureds and in lieu thereof the
Insurer refunds all or any part of the premiums paid for the Policies, TALX and
the Owner shall have the unqualified right to share such premiums based on their
respective cumulative contributions thereto.

         7. TERMINATION OF THE AGREEMENT DURING THE LIFETIME OF THE INSUREDS.

                  a. This Agreement shall terminate, while either of the
Insureds is alive, without notice, upon the occurrence of any of the following
events: (a) total



                                        7

<PAGE>
cessation of TALX's business; (b) bankruptcy, receivership or dissolution of
TALX; (c) termination of the Employee's employment by TALX, for any reason
other than her death or disability, or (d) failure of both the Employee and the
Owner to timely pay to TALX the Employee's portion of the premiums, if any, due
hereunder, unless TALX elects to make such payment on behalf of the Employee,
as provided herein.

                  b. In addition, the Owner may terminate this Agreement, while
either of the Insureds is alive and while no premium under the Policies is
overdue, by written notice to the other parties hereto. Such termination shall
be effective as of the date of such notice.

         8. DISPOSITION OF THE POLICIES ON TERMINATION OF THE AGREEMENT DURING
THE LIFETIME OF THE INSUREDS.

                  a. For sixty (60) days after the date of the termination of
this Agreement during the lifetime of the Insureds, the Owner shall have the
option of obtaining the release of the collateral assignment of either or any
policy hereunder to TALX. To obtain such release, the Owner shall repay to TALX
the total amount of the premium payments made by TALX as to that Policy or
Policies. Upon the receipt of such amount, TALX shall release the collateral
assignment of such Policy or Policies, by the execution and delivery of an
appropriate instrument of release.

                  b. If the Owner fails to exercise such option within such
sixty (60) day period, then, at the request of TALX, the Owner shall execute any
document or


                                       8

<PAGE>
documents required by the Insurer to transfer the interest of the Owner in the
Policies to TALX. Alternatively, TALX may enforce its right to be repaid the
amount due it hereunder from the cash surrender value of the Policies under the
collateral assignment of the Policies; provided that in the event the cash
surrender value of the Policies exceeds the amount due TALX, such excess shall
be paid to the Owner. Thereafter, neither the Owner nor the Owner's successors,
assigns or beneficiaries shall have any further interest in and to the Policy or
Policies, either under the terms thereof or under this Agreement.

         9. INSURER NOT A PARTY. Each Insurer shall be fully discharged from its
obligations under its Policy by payment of the Policy death benefit to the
beneficiary or beneficiaries named in the Policy, subject to the terms and
conditions of the Policy. In no event shall either Insurer be considered a party
to this Agreement, or any modification or amendment hereof. No provision of this
Agreement, nor of any modification or amendment hereof, shall in any way be
construed as enlarging, changing, varying, or in any other way affecting the
obligations of the Insurer as expressly provided in the Policy, except insofar
as the provisions hereof are made a part of the Policy by the collateral
assignment executed by the Owner and filed with the Insurer in connection
herewith.

         10. NAMED FIDUCIARY, DETERMINATION OF BENEFITS, CLAIMS PROCEDURE AND
ADMINISTRATION.

                  a. TALX is hereby designated as the named fiduciary under this
Agreement. The named fiduciary shall have authority to control and manage the



                                       9
<PAGE>

operation and administration of this Agreement, and it shall be responsible for
establishing and carrying out a funding policy and method consistent with the
objectives of this Agreement.

                  b. (1) Claim.

                           A person who believes that he or she is being denied
a benefit to which he or she is entitled under this Agreement (hereinafter
referred to as a "Claimant") may file a written request for such benefit with
TALX, setting forth his or her claim. The request must be addressed to the
President of TALX at its then principal place of business.

                     (2) Claim Decision.

                           Upon receipt of a claim, TALX shall advise the
Claimant that a reply will be forthcoming within ninety (90) days and shall, in
fact, deliver such reply within such period. TALX may, however, extend the
reply period for an additional ninety (90) days for reasonable cause.

                           If the claim is denied in whole or in part, TALX
shall adopt a written opinion, using language calculated to be understood by the
Claimant, setting forth: (a) the specific reason or reasons for such denial; (b)
the specific reference to pertinent provisions of this Agreement on which such
denial is based; (c) a description of any additional material or information
necessary for the Claimant to perfect his or her claim and an explanation why
such material or such information is necessary; (d)



                                       10
<PAGE>
appropriate information as to the steps to be taken if the Claimant wishes to
submit the claim for review; and (e) the time limits for requesting a review
under subsection (3) and for review under subsection (4) hereof.

                     (3) Request for Review.

                           With sixty (60) days after the receipt by the
Claimant of the written opinion described above, the Claimant may request in
writing that the Secretary of TALX review the determination of TALX. Such
request must be addressed to the Secretary of TALX, at its then principal place
of business. The Claimant or his or her duly authorized representative may, but
need not, review the pertinent documents and submit issues and comments in
writing for consideration by TALX. If the Claimant does not request a review of
TALX's determination by the Secretary of TALX within such sixty (60) day period,
he shall be barred and estopped from challenging TALX's determination.

                     (4) Review of Decision.

                           Within sixty (60) days after the Secretary's receipt
of a request for review, he or she will review TALX's determination. After
considering all materials presented by the Claimant, the Secretary will render a
written opinion, written in a manner calculated to be understood by the
Claimant, setting forth the specific reasons for the decision and containing
specific references to the pertinent provisions of this Agreement on which the
decision is based. If special circumstances require that the sixty



                                       11

<PAGE>
(60) day time period be extended, the Secretary will so notify the Claimant and
will render the decision as soon as possible, but no later than one hundred
twenty (120) days after receipt of the request for review.

         11. AMENDMENT. This Agreement may not be amended, altered or modified,
except by a written instrument signed by the parties hereto, or their respective
successors or assigns, and may not be otherwise terminated except as provided
herein.

         12. BINDING EFFECT. This Agreement shall be binding upon and inure to
the benefit of TALX and its successors and assigns, and the Employee, the Owner,
and their respective successors, assigns, heirs, executors, administrators and
beneficiaries.

         13. NOTICE. Any notice, consent or demand required or permitted to be
given under the provisions of this Agreement shall be in writing, and shall be
signed by the party giving or making the same. If such notice, consent or demand
is mailed to a party hereto, it shall be sent by United States certified mail,
postage prepaid, addressed to such party's last known address as shown on the
records of TALX. The date of such mailing shall be deemed the date of notice,
consent or demand.


                                       12
<PAGE>
         14. GOVERNING LAW. This Agreement, and the rights of the parties
hereunder, shall be governed by and construed in accordance with the laws of the
State Of Missouri.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement, in
triplicate, on the 31st day of March, 1999.



                                             TALX CORPORATION

                                             By /s/ MICHAEL E. SMITH
                                                ---------------------------
                                                      Vice President

ATTEST:

      /s/ CRAIG N. COHEN
-------------------------------
Secretary

                                             /s/ WILLIAM W. CANFIELD
                                             -----------------------------------
                                             WILLIAM W. CANFIELD

                                                                      "Employee"

                                             THE CANFIELD FAMILY
                                             IRREVOCABLE INSURANCE TRUST U/A
                                             DATED MARCH 31, 1993

                                             By: /s/ THOMAS M. CANFIELD
                                                 -------------------------------
                                                 THOMAS M. CANFIELD

                                             BY: /s/ JAMES W. CANFIELD
                                                 -------------------------------
                                                 JAMES W. CANFIELD

                                                                      "Owner"



                                       13




<PAGE>
                                   EXHIBIT A

         The following life insurance policies, issued by Aetna Life Insurance
and Annuity Company are subject to the attached Split-Dollar Agreement:

Insured:                   WILLIAM W. CANFIELD AND SALLY M. CANFIELD
Policy Number              G1493316
Face Amount:               $1,500,000
Date of Issue:             11/01/92

Insured:                   WILLIAM W. CANFIELD AND SALLY M. CANFIELD
Policy Number:             #G1602171
Face Amount:               $2,500,000
Date of Issue:             04/01/96

Insured:                   WILLIAM W. CANFIELD
Policy Number:             #R2639245
Face Amount:               $500,000
Date of Issue:             12/01/94

Insured:                   WILLIAM W. CANFIELD
Policy Number:             #W4311947
Face Amount:               $3,000,000
Date of Issue:             2/01/96

                                       14



</TEXT>
</DOCUMENT>
