Exhibit 10.25


CONFIDENTIAL


EQUIFAX INC.

1550 Peachtree Street

Atlanta, Georgia 30309


November 10, 2003


Mr. Mark E. Miller

3595 Tuxedo Court

Atlanta, Georgia  30305


Re:      Separation
Agreement and General Release of Claims


Dear Mark:


This letter (the “Separation Agreement”) will confirm
the arrangements we have discussed concerning your separation from Equifax Inc.
(the “Company”).


End of Employment.   You
hereby resign your employment with the Company effective as of
December 31, 2003 (your “Separation Date”), which will be your last day of
active employment with the Company. As of your Separation Date, your duties and
responsibilities for the Company will end, and you will no longer be authorized
to transact business or incur any expenses, obligations or liabilities on
behalf of the Company or any of its affiliated entities.


Resignation.   You also
hereby resign as president and chief operating officer of the Company effective
as of the Separation Date or such earlier date as may be specified by the Chief
Executive Officer of the Company, and you acknowledge that the Company has
accepted your resignation. If requested by the Company, you will execute additional
documents evidencing your resignation from all positions you hold for the
Company and all affiliated entities of the Company (collectively, “Equifax”)
effective as of the Separation Date.


Employment Agreement.   You
acknowledge that you have been employed at the Company pursuant to an
employment agreement dated June 13, 2002 (the “Employment Agreement”). On
the Effective Date of this Separation Agreement, the Employment Agreement shall
terminate and be of no further force or effect. Between the Effective Date of
this Separation Agreement and the Separation Date, the Company shall provide
you with the salary and benefits set forth in the Employment Agreement. After
the Separation Date, you shall only be entitled to the consideration provided
under this Separation Agreement. You acknowledge and agree that you will
continue to be bound by the terms and conditions of the Employee
Confidentiality, Non-Solicitation and Assignment Agreement executed by you on
June 19, 2002 (the “Confidentiality Agreement”), pursuant to the terms of
the Employment Agreement, except that the provisions of the “Non-Solicitation
of Employees” paragraph below supersede Section 2 of the Confidentiality
Agreement.


Post-Separation
Benefits.   Regardless of any provision of the Employment
Agreement to the contrary, commencing after the Separation Date, the Company
will pay and provide you with the following benefits:


(i)    Salary Continuation.   You will receive an amount equal
to your current salary for a period of one year beginning on the Separation
Date payable in the same manner and at the same time as it was being paid as of
your Separation Date. For purposes of this Separation Agreement, your “current
salary” shall be $600,000 per annum.



  
 








(ii)   Annual Incentive Payment.   You shall be paid any annual
incentive payment you have earned for 2003. The Company shall pay such amount
to you when and as annual incentive payments under our Executive Incentive Plan
for the year 2003 are made to our executives. You will receive a statement
reflecting the computation of your incentive payment.


(iii)  Health and Life Insurance.   The health and life
insurance benefits provided to you at your Separation Date shall be terminated
as of the Separation Date. Nonetheless, you may elect to continue health
insurance coverage at your expense under the Company’s group health plans in
accordance with the Consolidated Omnibus Budget Reconciliation Act (“COBRA”),
provided that you make a timely election of COBRA coverage and complete the
necessary forms for such coverage. In addition, you may elect to continue the
$5 million of life insurance coverage provided to you by the Company under its
Executive Life & Supplemental Retirement Benefit Plan by assuming
payment of and bearing all premium amounts for such life insurance coverage as
of the Separation Date.


(iv)  Financial Planning and Tax Counseling Services.   The
Company will continue to provide you with financial planning and tax counseling
services through December 31, 2004, if and to the extent the Company
continues to provide these services to its executive officers. The maximum
amount the Company shall be obligated to spend to provide services to you under
this paragraph shall be $15,000 in 2003 (including any amounts spent in 2003
prior to the Separation Date) and $15,000 in 2004. The cost of such services
shall be billed to, and paid directly by, the Company.


(v)    Stock Awards.   Your rights and obligations with respect
to all stock option grants and restricted stock awards you have received from
the Company shall be governed by the terms of the plans, agreements and
instruments pursuant to which such grants were made; provided that you and we
agree that, notwithstanding your resignation, for purposes of each of your
stock option agreements (both incentive and non-qualified), your separation
shall be treated as a termination of employment resulting from an elimination
of your position governed by Section 2(e)(i) of each such agreement.
Without limiting the generality of the foregoing, you acknowledge and agree
that only 276,458 shares of your stock options will have vested as of the
Separation Date and that all of your other stock options shall terminate and be
of no further force or effect after the Separation Date. You also acknowledge
and agree that none of your restricted stock awards will be vested as of the
Separation Date and that all of those awards will terminate and be of no
further force or effect after the Separation Date.


(vi)  Laptop.   After appropriate sanitation by the Company,
you will be allowed to keep the laptop computer provided for your use by the
Company.


In addition, the Company agrees that you will not be
required to reimburse the Company for relocation expenses in the amount of
$381,200 paid by the Company in connection with your initial employment with
the Company.


You acknowledge that the payments and benefits
described in subparagraphs (i) through (vi) above are additional
consideration given to you in exchange for your executing this Separation
Agreement and abiding by its terms. You further acknowledge that the payments
and benefits described above are not required by the Employment Agreement or by
Company’s policies and procedures following your resignation and constitute
value to which you would not be entitled unless you executed a release such as
that contained in this Separation Agreement.


You will not be eligible to participate in any Company
(or affiliated company) benefit plan, including, without limitation, any 401(k) plan
or other retirement plan, stock option or stock grant plan or severance policy
or plan, or to receive any other employment benefits, compensation or
severance, after your Separation Date, other than as specifically set forth
above. It is understood and agreed, however, that you 



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remain entitled to any
amounts in your 401(k) account that vested before your Separation Date and
to any health plan benefits payable with respect to events occurring prior to
your Separation Date. No further amounts shall be due or owed to you from or on
behalf of Equifax for or in any way relating to or connected with your
employment with the Company.


Post-Separation Indemnity.   The
Company agrees to defend and indemnify you to the same extent and in the same
manner it accords such defense and/or indemnification to other officers of the
Company, in accordance with applicable law, by-laws or insurance policies, for
acts or omissions taken by you in the course and scope of your employment, that
were done in good faith on the Company’s behalf, and that were within your
actual authority or authorized by the Company. Unless required by law or
by-laws and/or within the provided coverage of any applicable insurance policy,
this paragraph does not include defense or indemnity for any act or omission on
your part outside the course and scope of your employment, or in excess of your
actual authority without Company authorization, or involving any fraud or
misrepresentation, or any intentional or grossly negligent violation of local,
state or federal statutory or common law or of any rights of others.


Departure Announcement.   The
Company retains the right to determine the content of any press release
concerning your separation that it may issue following your execution of this
Agreement. The Company shall permit you to review the content of any press
release concerning your separation before it is published, but you acknowledge
that you do not have any right to make changes to any such press release and
that the Company may publish any such press release without obtaining your
approval of the content of the press release. You agree that, except with the
prior written consent of the Company, you will not make any public announcement
or communicate, directly or indirectly, with the public or any press or media
representative regarding the circumstances of your separation from the Company.


Nondisparagement.   You
understand that your entitlement to the benefits agreed to above are
conditioned on your continued support of Equifax. You agree not
to make any oral or written statement or take any other action which disparages
or criticizes Equifax’s management or practices (including its business plans
and strategies), damages Equifax’s good reputation or impairs its normal
operations. The Company agrees that it shall cause its directors and the
officers elected by the Board of Directors not to make any oral or written statement or take any other action which
disparages or criticizes your work performance, professional competence or your
good reputation. Truthful testimony compelled by legal process or in the
context of enforcing the terms of this Agreement or other rights, powers,
privileges or claims not released by this Agreement shall not be considered a
violation of this provision by either party.


Noncompetition.   You agree
that you will not, commencing on the Effective Date of this Separation
Agreement and continuing through the date that is eighteen (18) months after
the Separation Date, within the Territory (as defined in the attached
Exhibit A), directly or indirectly, provide any Services to or for the
benefit of any individual, business, corporation or other entity or
organization that provides any of the following products or services to or for
customers:  consumer credit reporting
services and products; commercial credit reporting services and products;
direct to consumer credit reporting services and products; credit and direct
marketing services and products (defined as information products and databases
which enable customers to identify and target an audience for marketing or
customer relationship management purposes); customer data integration products
and services; data based fraud protection services, employment screening
services, airport passenger security services, and identity authentication
services (collectively, the “Company’s Products and Services”). As used herein,
“Services” means (a) acting as an executive officer with general
responsibility for operations, and (b) without limiting the forgoing,
participating in, and managing and supervising others in, marketing, sales,
customer service, supplier relations, administration, personnel, formulation
and implementation of budgets and strategic, financial and operational plans,
and the delivery of products and services to customers.



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Non-Solicitation of Customers.   You
agree that, commencing on the Effective Date of this Agreement and continuing
for a period of eighteen (18) months following the Separation Date, you will
not, directly or indirectly, solicit, or assist others in soliciting, any
business from any of Equifax’s customers with which you had material contact (i.e., dealt with, supervised dealings with or obtained
confidential information concerning) on Equifax’s behalf during the two year
period preceding the Separation Date, for purposes of providing products or
services that are identical to or reasonably substitutable for the Company’s
Products and Services.


Non-Solicitation of Employees.   You
agree that you will not at any time during the period commencing on the
Effective Date of this Separation Agreement and continuing for a period of
eighteen months (18) after the Separation Date, directly or indirectly, whether
alone or with any other person or entity as a partner, officer, director,
employee, agent, shareholder, consultant, sales representative or otherwise,
solicit for employment or assist in the solicitation for employment of any
Equifax employee with whom you had regular contact in the course of your
employment or any Equifax employee at any facility where you performed services
for Equifax.


Acknowledgements regarding Restrictive Covenants.   You
acknowledge that you have been in a senior position of trust and responsibility
for Equifax and have been provided access to a substantial amount of
confidential and proprietary information of Equifax, as well as to important
customers and valuable employees of Equifax, that the covenants in the
“Nondisparagement”, “Noncompetition”, “Non-Solicitation of Customers” and
“Non-Solicitation of Employees” paragraphs of this Separation Agreement are
reasonable in light of the substantial rights and benefits you will receive
under this Separation Agreement and the serious harm to Equifax that could
result if you engaged in the conduct prohibited by such paragraphs, that you
are capable of obtaining gainful, lucrative and desirable employment following
the Separation Date that does not violate the restrictions of this Separation
Agreement, that the covenants in the “Noncompetition” and “Non-Solicitation”
paragraphs of this Separation Agreement are similar to the covenants to which
you agreed in Sections 5.2 and 5.3 of the Employment Agreement in connection
with your initial employment with the Company and that such covenants are being
amended and restated in this Separation Agreement in part to reduce the period
of restriction applicable under such covenants for your benefit and to permit
the parties to supersede the Employment Agreement in its entirety.


Confidentiality.   You
warrant that you have not communicated with or disclosed, and agree that you
will not communicate with or disclose to anyone, including, but not limited to,
any communications media or financial analyst, or any officer, employee,
supplier, customer or competitor of Equifax, or any other person the fact of
your separation from Equifax, or the circumstances surrounding that separation,
other than to confirm that you have resigned to pursue other interests. The
foregoing does not apply to, and will not prevent you from having discussions,
on a confidential basis, regarding your separation with your spouse or legal,
tax or financial advisers, provided that they agree to be bound by the
confidentiality obligations of this paragraph. Furthermore, you agree that, except for the restrictive
covenants of this Agreement which you are free to disclose to prospective
employers, you will keep the terms, amount and fact of this Separation
Agreement completely confidential, and that, except as required by law or
authorized in writing by the Company, you will not hereafter disclose any
information concerning the fact of or provisions of this Separation Agreement to
anyone other than your immediate family and legal, tax or financial advisors,
all of whom will be informed by you of, and be bound by, this confidentiality
provision. As used in this Separation Agreement, “authorized by the Company” or
words of similar effect shall mean the written authorization of the Chief
Executive Officer or General Counsel of the Company.


Post-Separation Cooperation.   As
a condition to receiving any benefits hereunder, you agree to cooperate fully
with and devote your reasonable best efforts to providing assistance requested
by the Equifax. Such assistance shall not require you to be active after the
Separation Date in Equifax’s day-to-day activities and you shall be reimbursed,
upon providing appropriate documentation, for all reasonable 



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and necessary
out-of-pocket business expenses incurred in providing such assistance. Without
limiting the generality of the foregoing, you agree to provide reasonable
assistance to the management of Equifax in connection with the transition of
your previous duties and responsibilities and to assist Equifax, including
after the completion of all salary continuation payments payable hereunder, in
the defense of any pending or subsequently filed lawsuit, arbitration or
administrative proceeding (collectively, “Suits”) against Equifax and/or any of
its officers, directors, employees or agents; in the analysis, preparation and
prosecution by Equifax of any Suit against any individual, company or other
person, including by providing testimony in connection with any such Suit; and
in connection with any other dispute or claim arising out of any matter for
which you were responsible during your employment or about which you have
knowledge. The Company agrees that its requests for assistance will not
unreasonably interfere with the requirements of your subsequent employment.


Access to Property.   On and
after your Separation Date, you will not have access to Equifax’s executive
offices or any of its other facilities or systems except as requested or
authorized by Equifax.


Return of Property.   Except
for items (if any) you are permitted to retain by an express provision of this
Separation Agreement, you agree that you will return to Equifax on or before
the Separation Date any and all Equifax property in your possession or control,
including, but not limited to, all keys, credit cards, security passes,
computers and other tangible items or equipment provided to you by Equifax for
use during your employment, together with all written or recorded materials,
documents, computer discs, plans, records, notes, files, drawings or papers,
and all copies thereof, relating to the business or affairs of Equifax.


Covenant Not to Sue and Release.   You
represent that you have not, and agree, to the maximum extent permitted by
applicable law, that you will not, file any claims, complaints, charges or
lawsuits against the Company (including any of the Company’s present and former
divisions, subsidiaries and other affiliated entities, predecessors, successors
and assigns), its benefit plans and programs, or any of their respective
present or former agents, directors, officers, trustees, employees,
consultants, owners, representatives or attorneys (hereinafter collectively
referred to as the “Releasees”), about anything which has occurred up to and
including the date you execute this Separation Agreement. In addition, except
for any benefits you have accrued under the Company’s pension plan(s) that
are vested under the terms thereof and any rights or benefits expressly created
or preserved by this Separation Agreement (which are not released or modified
by this Agreement), and in further consideration of the benefits we have agreed
to provide you, you do hereby release and discharge each and all of the
Releasees from any and all claims, liabilities, agreements, damages, losses or
expenses (including attorneys’ fees and costs actually incurred), of any nature
whatsoever, known or unknown (hereinafter “Claim” or “Claims”), which you have,
may have had, or may later claim to have had against any of them for personal
injuries, losses or damage to personal property, breach of contract (express or
implied), breach of any covenant of good faith (express or implied), or any
other losses or expenses of any kind (whether arising in tort, contract or by
statute) resulting or arising from anything that has occurred prior to the date
you execute this Separation Agreement. You understand and agree that you will
not hereafter be entitled to pursue any Claims arising out of any violation of
your rights while employed by the Company against any of the Releasees in any
state or federal court or before any state or federal agency for back pay, severance
pay, liquidated damages, compensatory damages, or any other losses or other
damages to you or your property resulting or arising from any claimed violation
of state or federal law, including, for example, Claims arising under Title VII
of the Civil Rights Act of 1964, the Age Discrimination In Employment Act of
1967, the Americans With Disabilities Act, the Employee Retirement Income
Security Act, and Claims under any other federal or state statute or common
law. This Separation Agreement does not, however, waive rights or claims that
may arise after the date you sign it below.



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For the purpose of implementing a full and complete
release and discharge of the Releasees, you expressly acknowledge that this
Separation Agreement is intended to include in its effect, without limitation,
all Claims which you do not know or suspect to exist in your favor at the time
of execution hereof, and that this Separation Agreement contemplates the
extinguishment of any such Claim or Claims. You expressly waive and relinquish
all rights and benefits which you may have under any state or federal statute
or common law principle that would otherwise limit the effect of this
Separation Agreement to claims known or suspected prior to the date you execute
this Separation Agreement, and do so understanding and acknowledging the
significance and consequences of such specific waiver. The undertakings and
benefits of this covenant not to sue and release shall survive and not be
extinguished by either party’s breach of the other provisions of this
Separation Agreement.


This Separation Agreement does not prohibit you from
enforcing the terms of this Separation Agreement. Furthermore, this Separation
Agreement does not prohibit you from attempting to challenge the legal
sufficiency of your release of Age Discrimination in Employment Act claims or
filing an administrative charge of age discrimination with the Equal Employment
Opportunity Commission. However, this Separation Agreement does release any
Claim that you have or might have for monetary relief or any other remedy to
you personally, that arises out of any proceeding before a government agency or
court that relates to any Claim released herein. If any agency or court takes
jurisdiction over any matter in which you have or may have any personal
interest, you agree to inform that agency or court that this Separation
Agreement is a full and final settlement by you of all Claims released under
this Separation Agreement.


Withholding Taxes.   All
payments and deliveries to you hereunder will be subject to withholding of
taxes and other amounts as required by law.


Consequences of Breach.   You
agree that you will indemnify and hold the Releasees harmless from any loss,
cost, damage or expense (including attorneys’ fees) incurred by them arising out
of your breach of any portion of this Separation Agreement. You also understand
that your entitlement to and retention of the salary continuation payments, the
incentive payment, and any amounts paid for planning and tax services we have
agreed to provide you herein are expressly conditioned upon your fulfillment of
your promises herein, and you agree, to the extent permitted or required by
law, immediately to return or repay the amounts of these benefits you have
received from us upon your filing or asserting any Claim against the Releasees
(other than claims for breach of this Separation Agreement) or upon your breach
of any other provision of this Separation Agreement, provided that if you
breach the “Noncompetition” paragraph of this Separation Agreement, you will
not be required to return or repay any such amounts unless you fail to cure the
breach within ten days after receiving notice of the breach from the Company.
For purposes of this paragraph only, the filing of an Age Discrimination in
Employment Act charge or lawsuit will not be considered a breach of this
Agreement; provided, however, that the severance benefits paid to you under
this Agreement may serve as restitution, recoupment and/or set-off in the event
you prevail on the merits of such claim. Notwithstanding any provision of this
paragraph to the contrary, the Company’s agreement not to require you to
reimburse relocation expenses in the amount of $381,200 set forth above is not
contingent upon your compliance with this Agreement, and you will not be
required to reimburse the Company for such expenses even if you breach the
provisions of this Separation Agreement.


Waiver/Remedies.   Except as
expressly limited herein, both parties reserve all rights and remedies
available to them in the event of a breach of any provision of this Separation
Agreement by the other party. You acknowledge that if you breach or threaten to
breach your covenants and agreements in this Separation Agreement, then your
actions may cause irreparable harm and damage to the Company which could not be
adequately compensated in monetary damages. Accordingly, if you breach or
threaten to breach this Separation Agreement, then the Company will be entitled
to injunctive or other equitable relief, in addition to any other rights or
remedies of the Company under this Agreement or otherwise. No 



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failure on the part of
either party hereto to exercise, and no delay by either party in exercising any
right, power, or remedy hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise of any right, power, or remedy by either party
preclude any other or further exercise thereof or the exercise by such party of
any other right, power or remedy. No express waiver or assent by either party
of any breach of or default in any term or condition of this Agreement shall
constitute a waiver of or an assent to any succeeding breach of or default in
the same or any other term of condition hereof.


Governing Law.   This
Separation Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Georgia and the federal laws of the
United States of America, without regard to rules relating to the conflict
of laws. You hereby consent to the exclusive jurisdiction of the Superior Court
of Fulton County, Georgia and the U.S. District Court in Atlanta, Georgia, and
hereby waive any objection you might otherwise have to jurisdiction and venue
in such courts in the event either court is requested to resolve a dispute
between the parties.


Notices.   All
notices, consents and other communications required or authorized to be given
by either party to the other under this Separation Agreement shall be in
writing and shall be deemed to have been given or submitted (i) upon
actual receipt if delivered in person or by facsimile transmission,
(ii) upon the earlier of actual receipt or the expiration of two business
days after sending by express courier (such as UPS or Federal Express), and
(iii) upon the earlier of actual receipt or the expiration of seven days
after mailing if sent by registered or certified express mail, postage prepaid,
to the parties at the following addresses:


	
  To the Company:

  	
  Equifax Inc.

  
	
   

  	
  1550 Peachtree Street

  
	
   

  	
  Atlanta, Georgia 30309

  
	
   

  	
  Fax No.: (404) 885-8766

  
	
   

  	
  Attn: Chief Executive Officer

  
	
  With a copy to:

  	
  Equifax Inc.

  
	
   

  	
  1550 Peachtree Street

  
	
   

  	
  Atlanta, Georgia 30309

  
	
   

  	
  Fax No. (404) 885-8988

  
	
   

  	
  Attn: General Counsel

  
	
  To you:

  	
  Mark E. Miller

  
	
   

  	
  3595 Tuxedo Court

  
	
   

  	
  Atlanta, Georgia 30305

  



 


You shall be responsible for providing the Company
with your current address from time to time. Either party may change its
address (and facsimile number) for purposes of notices under this Agreement by
providing notice to the other party in the manner set forth above.


Counterparts.   This
Separation Agreement may be executed in two or more counterparts, each of which
shall be deemed an original and all of which together shall constitute one and
the same instrument.


Non-Admission.   This
Separation Agreement shall not in any way be construed as an admission by the
Company or by any person that it or he has acted wrongfully with respect to you
or any other person, or that you have any claim or cause of action whatsoever
against the Company or any person.



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Severability.   The
provisions of this Separation Agreement are severable, and if any term of this
Separation Agreement not essential to its purpose is held to be illegal,
invalid or unenforceable by a court of competent jurisdiction, the remaining
terms shall continue in full force and effect. If any covenant in this
Separation Agreement, including, without limitation, the covenants in the
“Nondisparagement”, “Noncompetition”, “Non-Solicitation of Customers” and
“Non-Solicitation of Employees” paragraphs, is held to be unreasonable, arbitrary
or against public policy, such covenant will be considered to be divisible with
respect to scope, time and geographic area, and such lesser scope, time or
geographic area, or all of them, as a court of competent jurisdiction may
determine to be reasonable, not arbitrary and not against public policy will be
effective, binding and enforceable against you.


Consideration Period.   Because
the arrangements discussed in this Separation Agreement affect important rights
and obligations, the Company advised you to consult with an attorney before you
agreed to the terms set forth herein, and you acknowledge that you have been
represented by an attorney in the negotiation of this Separation Agreement. You
have twenty-one (21) days from the date you receive this Separation Agreement
within which to consider it, and you may take as much of that time as you wish
before signing. If you decide to accept the benefits offered herein, you must
sign this Separation Agreement on or before the expiration of the 21-day
period and return it promptly to the Company. If you do not wish to accept the
terms of this Separation Agreement, you do not have to do anything.


Revocation Rights.   For a
period of up to and including seven (7) days after the date you sign this
Separation Agreement, you may revoke it entirely. No rights or obligations
contained in this Separation Agreement shall become enforceable before the end
of the 7-day revocation period. If you decide to revoke this Separation
Agreement, you must deliver to the Company’s General Counsel a signed notice of
revocation on or before the last day of this 7-day period. Upon delivery
of a timely notice of revocation by you, this Separation Agreement shall be
canceled and void, and neither you nor the Company shall have any rights or
obligations arising under it.


Effective Date.   This
Separation Agreement shall become effective at midnight on the seventh day (the
“Effective Date”) after you execute it below, unless it is earlier revoked by
you pursuant to the provisions set forth in the “Revocation Rights” paragraph
of this Separation Agreement.


Entire Agreement.   This
Separation Agreement supersedes the Employment Agreement and all other prior
discussions and agreements with respect to the matters covered hereby and
contains the sole and entire agreement between the parties relating to the
subject matter hereof. In the event of any inconsistency between this
Separation Agreement and the terms and conditions of the Confidentiality
Agreement that are not superseded by this Separation Agreement, this Separation
Agreement shall be deemed to amend such terms and conditions and shall control.
On the Effective Date of this Separation Agreement, your Change-in-Control
agreement with the Company shall terminate.


Acknowledgments.   If
the terms of this Separation Agreement correctly set forth our agreement,
please so indicate by signing in the appropriate space below and initialing
each page. Your signature will be an acknowledgment that no other promise or
agreement of any kind has been made to you by the Company to cause you to
execute this Separation Agreement, that you were afforded a reasonable period
of at least twenty-one (21) days to review this Separation Agreement and to
consult with an attorney or other person of your choosing about its terms
before signing it, that the only consideration for your signature is as
indicated above, that you fully understand and accept this Separation
Agreement, that you are not coerced into signing it, and that you signed it
knowingly and voluntarily because it is satisfactory to you.


	
  Sincerely,

  




 8
 








 


	
  EQUIFAX INC.

  
	
  By:

  	
   

  	
   

  
	
  Kent Mast

  
	
  Corporate
  Vice President and General Counsel

  



 


I have
carefully read the above Separation Agreement and General Release of Claims,
understand the meaning and intent thereof, and voluntarily agree to its terms
this         day of November, 2003.


	
  

  	
   

  
	
   

  	
  Mark E. Miller

  



 


I
acknowledge that I first received this Separation Agreement on                         ,
2003.


	
  

  	
   

  
	
   

  	
  Mark E. Miller

  




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EXHIBIT
A


You acknowledge that you provided Services for or on
behalf of the Company in the following countries (the “Territory”):


United States of America

Canada

Brazil

Chile

Argentina

Uruguay

Peru

United Kingdom

Spain

Portugal

Italy