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                                                                   EXHIBIT 10.35

                                TALX CORPORATION

                 SCHEDULE OF DIRECTOR COMPENSATION ARRANGEMENTS

We pay each director an annual retainer of $12,000, a $4,000 additional retainer
for serving as Chairman of a Committee, a $1,000 fee for each quarterly Board
meeting attended, a $1,000 fee for each Committee meeting attended in person, a
$500 fee for each special Board meeting attended in person, and a $250 fee for
each Committee or special Board meeting attended by telephone, plus expenses.
Our officers do not receive any additional compensation for serving as members
of the Board of Directors or any of its Committees.

Pursuant to our Outside Directors' Stock Option Plan, adopted in July 1996 and
amended in May 2001 and September 2004 (as amended, the "Outside Directors'
Plan"), each non-employee director receives each year options to purchase shares
of Common Stock at an exercise price equal to the fair market value of the
Common Stock on the grant date. On May 10, 2005, each non-employee director was
granted an option to purchase 2,812 shares of our Common Stock, after adjustment
for the effect of the 3-for-2 stock split. The options have a term of six years
and become exercisable one year after date of grant, provided that no option may
be exercised at any time unless the participant is then an outside director and
has been so continuously since the granting of the option (except as described
below), and provided further that upon a Change in Control (as defined in the
Outside Directors' Plan), the options will become immediately exercisable.

Unexercised options will expire upon the termination of a participant's service
as a director of the Company, unless such termination was by reason of death or
disability or subsequent to a Change in Control, in which case the personal
representative of the participant may exercise any or all of the participant's
unexercised unexpired options (provided such exercise occurs within 12 months of
the date of the participant's death or termination) or, in the case of a Change
in Control, the participant may exercise any or all of the participant's
unexercised unexpired options but not after the term of such options. A total of
326,700 shares of Common Stock have been authorized for issuance under the
Outside Directors' Plan (after giving effect to all stock dividends and splits).

TALX has adopted the 2005 Omnibus Incentive Plan that provides for the issuance
of incentive stock options, non-qualified stock options, restricted stock
grants, stock appreciation rights and performance units. The plan allows for
maximum awards of 4,500,000 shares of common stock, after adjustment for the
3-for-2 stock split. On September 25, 2005, the Board of Directors awarded
15,000 shares of restricted stock to our outside Directors, after adjustment for
the effect of the 3-for-2 stock split. The weighted average fair value of the
restricted shares on the date of grant was $22.39, after adjustment for the
3-for-2 stock split. On January 24, 2006, the Board of Directors awarded another
15,000 shares of restricted stock to our outside Directors, after adjustment for
the effect of the 3-for-2 stock split. The weighted average fair value of the
restricted shares on the date of grant was $32.92. The shares awarded to outside
Directors vest evenly over three years. Recipients of restricted stock pay
nominal cash consideration equal to the $0.01 par value of their shares, have
the right to vote all shares subject to the grant, and have dividend rights with
respect to the shares, whether or not the shares have vested.

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The 2005 Omnibus Incentive Plan replaced the Outside Directors' Stock Option
Plan, and no future grants will be made under the Outside Directors' Stock
Option Plan. Except for shares of common stock issuable pursuant to outstanding
awards, whether or not vested, shares of common stock available under the
Outside Directors' Stock Option Plan are no longer available for issuance, and
no shares of common stock forfeited or cancelled under the Outside Directors'
Stock Option Plan will be available for grants under the 2005 Omnibus Incentive
Plan.

The Nominating and Corporate Governance Committee of our Board of Directors
recommends for approval awards of stock options and restricted stock under the
Outside Directors' Plan and the 2005 Omnibus Incentive Plan to the Board of
Directors, subject to the approval of the Board of Directors. For restricted
stock, the Committee's recommendation will be discretionary, based on the
individual performance and participation of each outside director. While it is
currently contemplated that each outside director will be awarded an equal
number of shares of restricted stock, the Committee may recommend that one or
more outside directors receive a greater number of shares based on outstanding
performance.