Equifax (EFX)

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: