Exhibit 10.26


TRANSITION AGREEMENT


This Transition Agreement (“the Agreement”) is made and entered
into as of the 17th day of December, 2004, by and between Equifax, Inc.,
a Delaware corporation (“the Company”), and Thomas F. Chapman (“Executive”).


RECITALS:


A.    Executive
is currently employed by the Company as its Chief Executive Officer and
Chairman of the Board.


B.     Executive
is currently eligible for retirement from the Company, and the Company and
Executive have announced his retirement as the Chief Executive Officer of the
Company.


C.     Executive has offered to continue to serve
as the Company’s Chief Executive Officer and Chairman of the Board as a service
to the Company in the transition of responsibilities to a new chief executive
officer, subject to the terms hereof.


D.    The Company and Executive desire to enter
into this Agreement to provide certain compensation and benefits to Executive
under the circumstances described herein to encourage Executive to continue his
service to the Company.


NOW THEREFORE, in
consideration of the mutual covenants and agreements contained herein and other
good and valuable consideration, the Company and Executive hereby agree as
follows:


1.     Transition
Period.   Executive shall continue to be employed by the Company
as Chief Executive Officer and Chairman of the Board from the date of this
Agreement until December 31, 2005, unless earlier terminated as provided
herein (the “Transition Period”). The Transition Period shall automatically
terminate upon the election of a new person to serve as the Chief Executive
Officer and Chairman of the Board of the Company, unless the Board of Directors
requests that the Executive remain an employee of the Company and available in
an advisory capacity to the Board of Directors. The Transition Period shall
automatically terminate upon the death or disability of Executive, or the
termination by the Company of Executive’s employment with the Company. In the
event a new person is elected as the Chief Executive Officer of the Company and
no new person is elected as the Chairman of the Board of the Company, Executive
shall continue as the Chairman of the Board through the Transition Termination
Date. The date the Transition Period ends shall be referred to as the “Transition
Period Termination Date.” For purposes of this Agreement, the term “disability”
shall have the same definition as that which is provided in the Company’s
long-term disability plan as in effect on the date hereof.


2.     Payments and Benefits to
Executive.


(a)   Base Salary.   The
Company shall continue to pay Executive his annual base salary (which may be
increased to reward 2004 performance) through December 31, 2005. Except as
provided herein, all salary payments shall be made at a time and in accord with
the past payroll practices of the Company with respect to Executive. All such
amounts shall be subject to and reduced by any applicable federal and state
withholding taxes or other deductions authorized by Executive. In the event the
Transition Period ends prior to December 31, 2005, all amounts payable to
Executive as Base Salary through December 31, 2005 shall be accelerated
and the Company agrees to immediately pay such amounts to Executive.


(b)   Annual Incentive.   Executive
is eligible for an annual incentive for the Company’s 2005 fiscal year. The
Company shall pay to Executive a minimum of one hundred percent (100%) of his
2005 base salary as his 2005 annual incentive. This minimum amount shall be
paid to Executive on the Transition 



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Period Termination Date. Annual Incentive earned in excess of this
minimum amount shall be paid at the same time 2005 Annual Incentives are paid
to other management employees of the Company.


(c)   Long Term Incentives.   For
the Company’s 2005 fiscal year, the Company agrees that the long term incentive
grant to Executive shall be divided fifty (50%) in restricted stock units and
fifty percent (50%) in cash. The 2005 long term incentive grant shall be made
at the first 2005 Compensation Committee meeting and shall vest on the
Transition Period Termination Date.


(d)   Supplemental Executive
Retirement Plan.   On the Transition Period Termination Date the
Company shall credit such additional years of service to Executive under the
Company’s Supplemental Executive Retirement Plan dated as of October 1,
1989, as amended so that Executive’s Credited Service under such Plan is equal
to twenty (20) years for purposes of determining benefits thereunder.


(e)   Other Benefits.   Through
the Transition Period Termination Date, Executive shall continue as a full-time
employee of the Company and shall be entitled to participate in all employee
benefit plans sponsored or provided by the Company to the same extent as he is
now participating including without limitation the Company’s Supplemental
Executive Retirement Plan (“SERP”), participate in any health and life
insurance and short-term and long-term disability plan sponsored or maintained
by the Company, be reimbursed for dues or assessments relating to any private
club, country club or professional organization, or receive reimbursement for
any business, entertainment or similar expenses incurred by Executive according
to the Company’s policies. Nothing herein shall be interpreted to cause the forfeiture
by Executive of any other commitments previously made by the Company to
Executive to be effective upon his retirement from the Company or any other
benefits to which Executive is entitled under any Company plans.


(f)    Irrevocable.   The
rights and benefits conferred on Executive under this Agreement are irrevocable
upon execution of this Agreement.


3.     Stock
Options and Restricted Stock Units.   Executive and the Company
agree that the stock options and restricted stock units held by Executive as of
the date of this Agreement are hereby amended, effective as of the date of this
Agreement to provide that all of the unvested shares under such stock options
and restricted stock units shall be accelerated and shall vest on the
Transition Period Termination Date, and that all shares under any stock options
and restricted stock units granted to Executive between the date hereof and the
Transition Period Termination Date shall vest on the Transition Period
Termination Date. All stock options and restricted stock units shall be
exercisable according to the terms and conditions set forth in the stock option
agreements.


4.     Change In
Control.   If a Change In Control, as defined in that certain
Change In Control Agreement dated June 14, 2002 by and between the Company
and Executive (the “Change In Control Agreement”), occurs during the Transition
Period, Executive shall be entitled to the payments and benefits provided in
the Change In Control Agreement, such payments to be made within five (5) business
days after the occurrence of the Change In Control, provided that for purposes
of calculating such payments and benefits, the term “Date of Termination” used
in the Change In Control Agreement shall be the date of the occurrence of the
Change in Control.


5.     Benefits
Upon Retirement.   No provision of this Agreement shall cause
the forfeiture of any other commitments previously made by the Company to
Executive, including without limitation, Executive’s rights and entitlements
upon his retirement as an employee of the Company, or, except as expressly
provided herein, affect Executive’s rights and entitlements upon his retirement
under the Company’s retirement, medical and deferred compensation plans,
including without limitation Executive’s 401(k) plan, the Company’s
Supplemental Executive Retirement Plan, Retiree Medical Plan, Executive Life
Insurance Plan and all bonus and restricted stock deferrals.



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6.     Financial
Planning, Office Space and Administrative Support.   From and
after the Transition Period Termination Date and continuing during his
lifetime, the Company, at its cost, shall provide Executive with office space,
telephone and administrative support at 3060 Peachtree Road, Suite 240,
Atlanta, Georgia 30305, or such other location as contracted by the Company,
which is substantially similar to the existing office space. From and after the
Transition Period Termination Date and continuing through the preparation of
the applicable tax returns for the tax year in which Executive attains age 70,
Executive shall be entitled to continue receiving the financial planning and
tax advisory services being provided to Executive on the date of this
Agreement, and the cost of such services shall be paid directly by the Company
or the Company shall reimburse Executive for the costs of such services.


7.     Tax Gross-Up
Payment.   If any payments or benefits provided to Executive
pursuant to this Agreement are subject to an excise or penalty tax under any
provisions of the Internal Revenue Code of 1986, as amended (the “Code”) or any
other revenue system to which Executive may be subject, the Company shall
provide a gross-up payment to Executive in order to place him in the same
after-tax position he would have been had no excise or penalty tax become due
and payable under the Code or any other revenue system. Any gross-up payment to
which Executive is entitled as a result of the applicability of an excise or
penalty tax under the Code or any other revenue system to which Executive may
be subject, will be determined in accordance with such applicable policies
adopted by the Board of Directors of the Company, as in effect on the date of
this Agreement.


8.     Confidentiality.   Until
such time as the Company publicly discloses the terms of this Agreement,
Executive agrees to keep confidential and not to make any statement, written or
oral (including but not limited to any media source or to any other party)
regarding the terms of this Agreement. It shall not constitute a breach of this
paragraph for Executive to disclose the terms of this Agreement to Executive’s
legal counsel, tax accountant, medical provider or licensed counselor, provided
Executive obtains the agreement of such person to keep the terms hereof
confidential, or if the terms of this Agreement must be disclosed as required
by law, regulation or stock exchange rules, or upon order of any court of
competent jurisdiction, or if the terms of this Agreement must be disclosed in
order to remedy a breach of any term or condition herein.


9.     Additional
Documents.   The parties hereto shall execute such additional
instruments as may be reasonably required by their counsel in order to carry
out the purpose and intent of this Agreement and to fulfill the obligations of
the parties hereunder.


10.   Government
Law.   This Agreement shall be governed by the substantive laws
of the State of Georgia.


11.   Successors.   This
Agreement shall inure to the benefit of and be enforceable by the Executive’s
legal representatives. This Agreement shall inure to the benefit of and be
binding upon the Company and its successors and assigns. The Company shall
require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or
assets of the Company expressly to assume and agree to perform this Agreement
in the same manner and to the same extent that the Company would have been
required to perform it if no such succession had taken place. As used in this
Agreement, the “Company” shall mean Equifax, Inc. and any successors.


12.   Severability.   If
any of the provisions set forth in this Agreement be held invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision of this Agreement, but this Agreement
shall be construed as if such invalid, illegal or unenforceable provision had
never been contained herein.



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13.   Waiver,
Dependent Conditions and Fees.   Any waiver or consent from
either party hereto with respect to any term or provision of this Agreement
shall be effective only in the specific instance and for the specific purpose
for which given and shall not be deemed, regardless of frequency given, to be a
further or continuing waiver or consent. The failure or delay of either party
hereto at any time or times to require performance of, or to exercise any of
its or his powers, rights or remedies with respect to, any term or provision of
this Agreement shall not affect such party’s right at a later time to enforce
any such term or provision.


14.   Indemnification
and Insurance.   The Company hereby agrees to maintain and
continue in place all indemnification obligations, directors and officers
insurance and any agreements entered into by the Company for the provision
therefor, provided for Executive in the Company’s Certificate of Incorporation
and By-Laws, each as amended, any and all indemnification agreements executed
by and between the Company and Executive, or otherwise.


15.   Notices.   All notices and other communications under
this Agreement shall be in writing and shall be given by hand delivery to the
other party or by registered or certified mail, return receipt requested,
postage prepaid, addressed as follows:




	
  If to Executive:

  	
   

  	
  Thomas F.
  Chapman

  
	
   

  	
   

  	
  78 Lindbergh
  Drive #60

  
	
   

  	
   

  	
  Atlanta, Georgia
  30305

  
	
  If to the Company:

  	
   

  	
  Equifax, Inc.

  
	
   

  	
   

  	
  1550 Peachtree
  Street, N.W.

  
	
   

  	
   

  	
  Atlanta, Georgia
  30309

  
	
   

  	
   

  	
  Attention: D.
  Raymond Riddle, Lead Director

  






 


or to
such other address as either party furnished to the other in writing in
accordance with this Section 15. Notices and communications shall be
effective when actually received by the addressee.


16.   Entire Agreement.   This
Agreement contains the entire agreement between the Company and Executive and
supersedes all prior agreements relating to the subject matter hereof, except
as expressly referred to herein, and may be changed only by a writing signed by
the parties hereto. Any and all prior representations, statements and
discussions regarding the subject matter of this Agreement have been merged into
and/or replaced by the terms of this Agreement.



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IN
WITNESS WHEREOF, the parties hereto have duly executed this Agreement, or
caused this Agreement to be duly executed by their authorized representatives
as of the day and year first above written.


	
   

  	
  EQUIFAX, INC.

  
	
   

  	
  By:

  	
  /s/ D. RAYMOND RIDDLE

  
	
   

  	
  D. Raymond
  Riddle,

  Lead Director

  
	
   

  	
  By:

  	
  /s/ LARRY  L. PRINCE

  
	
   

  	
  Larry L. Prince,

  Chairman of the Compensation,

  
	
   

  	
  Human Resources And
  Management

  
	
   

  	
  Succession
  Committee of the Board of Directors

  
	
   

  	
  /s/ THOMAS F. CHAPMAN

  
	
   

  	
  Thomas F.
  Chapman

  



 



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