EXHIBIT 10.10


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


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 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.

  



 


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
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



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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 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).

  
	
   

  	
   

  	
   

  
	
  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



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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 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 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.



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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 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) 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
(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



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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.


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”



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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

  
				



 



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