0001104659-07-057935 Sample Contracts

TALX CORPORATION AMENDMENT AGREEMENT DATED AS OF MAY 15, 2007 TO
Note Purchase Agreement • August 1st, 2007 • Equifax Inc • Services-consumer credit reporting, collection agencies • Illinois

THIS AMENDMENT dated as of May 15, 2007 (the or this “Amendment”) to the Note Agreement dated as of May 25, 2006 is between TALX CORPORATION, a Missouri corporation, formerly known as Chipper Corporation, as successor by merger to TALX Corporation, a Missouri corporation (in such capacity as successor, the “Company”), and each of the institutions which is a signatory to this Amendment (collectively, the “Noteholders”).

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TALX CORPORATION $75,000,000 6.89% Senior Guaranteed Notes due May 25, 2014 NOTE PURCHASE AGREEMENT Dated as of May 25, 2006
Note Purchase Agreement • August 1st, 2007 • Equifax Inc • Services-consumer credit reporting, collection agencies • Illinois
EMPLOYMENT AGREEMENT
Employment Agreement • August 1st, 2007 • Equifax Inc • Services-consumer credit reporting, collection agencies • Missouri

THIS EMPLOYMENT AGREEMENT is entered into as of the 1st day of September, 1996 by and between TALX Corporation, a Missouri corporation (the “Company”), and William W. Canfield (“Executive”).

TALX CORPORATION RESTRICTED STOCK AGREEMENT (EMPLOYEE)
Restricted Stock Agreement • August 1st, 2007 • Equifax Inc • Services-consumer credit reporting, collection agencies

THIS AGREEMENT, made as of the day of , by and between TALX Corporation, a Missouri corporation (hereinafter called the “Company”), and (hereinafter called the “Employee”);

STOCK OPTION AGREEMENT UNDER TALX CORPORATION OUTSIDE DIRECTORS’ STOCK OPTION PLAN
Stock Option Agreement • August 1st, 2007 • Equifax Inc • Services-consumer credit reporting, collection agencies

THIS AGREEMENT, made this day of , 19 , by and between TALX Corporation, a Missouri corporation (hereinafter called the “Company”), and (hereinafter called “Optionee”);

NON-QUALIFIED STOCK OPTION AGREEMENT UNDER TALX CORPORATION l994 STOCK OPTION PLAN
Non-Qualified Stock Option Agreement • August 1st, 2007 • Equifax Inc • Services-consumer credit reporting, collection agencies

THIS AGREEMENT, made this day of , l9 , by and between TALX Corporation, a Missouri corporation (hereinafter called the “Company”), and (hereinafter called “Optionee”);

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
Split-Dollar Agreement • August 1st, 2007 • Equifax Inc • Services-consumer credit reporting, collection agencies • Missouri

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;

INCENTIVE STOCK OPTION AGREEMENT UNDER TALX CORPORATION
Incentive Stock Option Agreement • August 1st, 2007 • Equifax Inc • Services-consumer credit reporting, collection agencies

THIS AGREEMENT, made this day of , 200 , by and between TALX Corporation, a Missouri corporation (hereinafter called the “Company”), and «first» «name» (hereinafter called “Optionee”);

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