Exhibit
10.2


EQUIFAX


	
  

  	
  Kent E. Mast

  
	
   

  	
  Corporate Vice President &

  
	
   

  	
  General Counsel

  
	
  CONFIDENTIAL

  	
   

  
	
   

  	
  Equifax Inc.

  
	
   

  	
  1550 Peachtree Street, N.W.

  
	
   

  	
  Atlanta, GA 30309

  
	
   

  	
  404-885-8009

  
	
   

  	
  FAX 404-885-8988

  
	
   

  	
  Email: kent.mast@equifax.com

  



 


May 10, 2006


Karen H. Gaston

[Address]


Re: Retirement Agreement and
General Release of Claims


Dear Karen:


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


End of Employment. You hereby resign your employment
with the Company effective as of June 1, 2006 (your “Retirement Date”),
which will be your last day of active employment with the Company. As of your Retirement
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 Chief
Administrative Officer of the Company effective as of the Retirement 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
Retirement Date.


Employment. You acknowledge that you have been
employed at the will of the Company.


Between the Effective Date of this Agreement and the
Retirement Date, the Company shall provide you with the salary and benefits
payable at the same levels and in the same manner as are currently in effect.
You agree that between the date when you are first given this Agreement for
your consideration and the Retirement Date, you will use all vacation time to
which you would have been entitled through the Retirement Date under the
Company’s policies. After the Retirement Date, you shall only be entitled to
the consideration provided under this Agreement and all vested rights under the
Company’s benefit plans and programs. You have executed and delivered to the
Company concurrently with the execution and delivery of this Agreement an
Employee Confidentiality, Non-Solicitation and Assignment Agreement in the
Company’s current standard form (the “Confidentiality Agreement”). You
acknowledge and agree that you will be bound by the terms and conditions of the
Confidentiality Agreement hereafter in accordance with its terms, except that
the provisions of the “Non-Solicitation of Employees” paragraph below shall
apply in lieu of and shall supersede Section 2 of the Confidentiality
Agreement. You further acknowledge and agree that the execution and delivery of
the Confidentiality Agreement and this Agreement and acceptance thereof by the
Company shall not constitute a waiver of any existing breaches or defaults by
you 











of any other confidentiality
or employee assignment agreement previously entered into by you in favor of
Equifax.


Post-Retirement
Benefits. In consideration of your agreements and covenants under this
Agreement, commencing after the Retirement Date, the Company will pay and provide
you with the following benefits:


(i)    Salary
Continuation. You will receive an amount equal to your current base salary for
a period of one year, payable in a single lump sum, less payroll deductions
required by law and other deductions authorized by you, on your Retirement
Date. For purposes of this Agreement, your “current base salary” shall be
$373,239 per annum.


(ii)   Annual
Incentive Payment. You shall be paid any annual incentive payment in accordance
with the terms of the Equifax Inc. Key Management Incentive Plan. Any such
incentive shall be based upon your 2006 salary actually paid for services until
the Retirement Date (not including any additional amounts paid under this
Agreement), and the amount of and payment date of any such incentive payment
shall be determined in the manner applicable to other retirees under such plan.


(iii)  Health and
Life Insurance. Your health and life insurance benefits shall be terminated as
of the Retirement Date. However, you are eligible to continue your medical benefits,
at your election, under the terms available to other retirees through the
Company’s retiree medical plan. With respect to your dental coverage, you may
elect to continue this coverage at your expense 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, the $3 million of life insurance coverage provided
to you by the Company under its Executive Life & Supplemental
Retirement Benefit Plan will continue to be available to you as a retiree
pursuant to the terms of the plan and to the extent such benefits are available
to other similarly situated retired participants.


(iv)  Financial
Planning and Tax Counseling Services. The Company will continue to provide you
with financial planning and tax counseling services through December 31,
2007. The maximum amount the Company shall be obligated to spend to provide
services to you under this paragraph shall be $15,000 in 2006 (including any
amounts spent in 2006 prior to the Retirement Date) and $15,000 in 2007. The
cost of such services shall be billed to, and paid directly by, the Company and
you shall be “grossed up” for taxes on such amounts consistent with other executives
receiving this benefit.


(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. For purposes of each of your stock option agreements (both
incentive and non-qualified), your retirement shall be treated as a termination
of employment resulting from your retirement (governed by Section 2(e)(ii) of
such agreements). Without limiting the generality of the foregoing, any stock
options unvested on the Retirement Date shall continue to vest under the
original vesting terms.


For purposes of
each of your deferred share award (“restricted stock unit”) agreements (with
the single exception of your deferred share award agreement dated December 20,
2004), your retirement shall be treated as a termination of employment
resulting from your retirement governed by Section 3(b) of such
agreements. Without limiting the generality of the foregoing, any restricted
stock units un vested on the Retirement Date shall vest on such date. With
respect to your deferred share award dated December 20, 2004, your
retirement shall be treated as a “Good Reason” termination under Section 3(c) and,
pursuant to such provision, shall become fully vested on your Retirement Date.
Distribution of deferred shares upon vesting shall be subject to the terms of
any irrevocable elections in place under the Equifax Inc. Director and
Executive Stock Deferral Plan. Any shares so deferred shall then be subject to
the form and timing of distributions elected under such plan. The Company will
make 



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reasonable
efforts to ensure that share certificates for shares that are immediately
distributable are available to you on the Retirement Date.


(vi)  Supplemental
Retirement Plan. Your rights will be determined under the Supplemental
Retirement Plan for Executives of Equifax Inc. (“SERP”) based on your
eligibility for Early Retirement as of the Retirement Date. The Company shall
credit you with 10 years of Senior Executive Officer Service and 19 additional
years of Benefit Service under the SERP for purposes of determining benefits
thereunder, subject to the terms of the SERP. Such service will have been earned
under the terms of the SERP on the Retirement Date and reflects no supplemental
service credit under this Agreement. For further certainty, it is acknowledged
and agreed that the lump sum salary continuation payment to be made under
subparagraph (i) of this Post-Retirement Benefits paragraph shall not be
treated as compensation for purposes of the SERP or any other retirement plan.


You acknowledge that some of the payments and benefits
described in subparagraphs (i) through (vi) above are consideration in
addition to those that are required to be provided upon your resignation and
retirement by the Company’s policies, agreements, plans (including benefit
plans and programs) and procedures (the “Additional Benefits”), and such
Additional Benefits are given to you in exchange for your executing this
Agreement and abiding by its terms. You further acknowledge that some or all of
the payments and benefits described above are not required by the Company’s
policies, plans and procedures following your resignation and retirement, and
constitute value to which you would not be entitled, unless you executed a
release such as that contained in this Agreement. The payments and benefits
provided to you under this Agreement shall be provided in a manner consistent
with the requirements of Section 409A of the Internal Revenue Code of
1986, as amended, and the regulations and rulings thereunder (“Section 409A”).
No such payment or benefit will be provided in a manner which will violate Section 409A.


You will not be eligible to be an active participant
in any Company (or affiliated company) benefit plan, including, without
limitation, any 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 Retirement Date, other than as specifically set forth
above; provided, however, nothing in this Agreement shall be interpreted to
cause the forfeiture by you of any vested rights under the Company’s benefit
plans and programs, and none of such vested rights shall be considered
Additional Benefits. It is understood and agreed that, except as specifically
set forth above, you remain entitled to any retirement or health and welfare
benefits that vested before your Retirement Date. Other than as set forth in
this Agreement, 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-Retirement 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. 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.



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Departure Announcement. The Company retains the right
to determine the content of any press release concerning your retirement 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 retirement 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
retirement from the Company.


Nondisparagement. You understand that your entitlement
to the Additional Benefits agreed to above is conditioned on your compliance
with the terms of this Agreement. You agree not to make any oral or written
statement or take any other action which disparages or criticizes Equifax’s
management, products, services 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 Agreement and continuing through the
date that is twelve (12) months after the Retirement 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 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.


Non-Solicitation of Customers. You agree that,
commencing on the Effective Date of this Agreement and continuing for a period
of twelve (12) months following the Retirement 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 Retirement 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
Agreement and continuing for a period of twelve (12) months after the
Retirement 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 within the Territory defined
in Exhibit A.



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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 Agreement are reasonable in light of the
substantial rights and benefits you will receive under this Agreement and the
serious harm to Equifax that could result if you engaged in the conduct
prohibited by such paragraphs, and that you are capable of obtaining gainful,
lucrative and desirable employment following the Retirement Date that does not
violate the restrictions of this Agreement.


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, except for your communications with the
Company’s Chief Executive Officer and General Counsel, the fact of your
retirement from Equifax, or the circumstances surrounding that retirement,
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 retirement with your legal, tax or
financial advisers. provided that they agree to be bound by the confidentiality
obligations of this paragraph.


Furthermore, except to the extent the Company has
publicly disclosed the specific terms, amount and fact of this Agreement, 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 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 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 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-Retirement Cooperation. You agree to cooperate
ful1y with and devote your reasonable best efforts to providing assistance
reasonably requested by Equifax. Such assistance shall not require you to be
active after the Retirement Date in Equifax’s day-to-day activities and you
shall be reimbursed, upon providing appropriate documentation, for all
reasonable 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 by providing
truthful testimony or other requested lawful forms of assistance; in the
analysis, preparation and prosecution by Equifax of any Suit against any
individual, company or other person, including by providing truthful 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 or other personal and professional obligations.



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Access to Property. On and after your Retirement 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 Agreement, you agree that
you will return to Equifax on or before the Retirement 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
Agreement, except such claims, complaints, charges or lawsuits seeking vested
rights under the Company’s benefit plans and programs, including benefits under
pension and retirement plans that are vested under the terms thereof, or any
rights or benefits expressly created or preserved by this Agreement. In
addition, except for any vested rights under the Company’s benefit plans and
programs, including benefits under pension and retirement plans that are vested
under the terms thereof, and any rights or benefits expressly created or preserved
by this 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 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
Agreement does not, however, waive rights or claims that may arise after the
date you sign it below.


For the purpose of implementing a full and complete
release and discharge of the Releasees, you expressly acknowledge that this
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 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 Agreement to claims
known or suspected prior to the date you execute this 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 Agreement.



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This Agreement does not prohibit you from enforcing
the terms of this Agreement. Furthermore, this 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 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 Agreement is a full and final settlement by you of all Claims released
under this 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 Agreement, excluding any breach of the obligations set
forth in the Post-Retirement Cooperation section of this Agreement. You also
understand that your entitlement to and retention of the lump sum salary
continuation payment to be made under subparagraph (i) of the
“Post-Retirement Benefits” paragraph of this Agreement and all other Additional
Benefits that we have agreed to provide you (except for $500 of such payments
and benefits, which you shall in all cases be entitled to retain), 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 such benefits you have received from us, upon your filing or
asserting any Claim against the Releasees (other than claims for breach of this
Agreement) or upon your breach of any other provision of this Agreement,
excluding any breach of the obligations set forth in the Post-Retirement
Cooperation section of this Agreement; provided that if you breach the
“Noncompetition”, “Non-Solicitation of Customers” and “Non-Solicitation of
Employees” paragraphs of this 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.


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 Agreement by the other party. You acknowledge
that if you breach or threaten to breach your covenants and agreements in this
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 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 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 or
condition hereof.



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Governing Law. This 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 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


Equifax Inc.

1550 Peachtree Street Atlanta, Georgia 30309 Fax No. (404) 885-8988
Attn: General Counsel


To you:


Karen H. Gaston [Address]


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 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 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.


Severability. The provisions of this Agreement are
severable, and if any term of this 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 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 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 Agreement. You have twenty-one (21) days
from the date you receive this 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 Agreement on or before
the expiration of the 2l-day period and 



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return it promptly to the
Company. If you do not wish to accept the terms of this 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 Agreement, you may revoke it
entirely. No rights or obligations contained in this Agreement shall become
enforceable before the end of the 7-day revocation period. If you decide
to revoke this 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 Agreement shall be
canceled and void, and neither you nor the Company shall have any rights or
obligations arising under it.


Effective Date. This 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 Agreement.


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


Acknowledgments. If the
terms of this 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
Agreement, that you were afforded a reasonable period of at least twenty-one
(21) days to review this 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 Agreement, that you are not coerced into signing it, and that you signed
it knowingly and voluntarily because it is satisfactory to you.


	
  Sincerely,

  	
   

  
	
   

  	
   

  	
   

  
	
  EQUIFAX INC.

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ KENT E.
  MAST

  	
   

  
	
   

  	
  Kent Mast

  	
   

  
	
   

  	
  Corporate Vice President and General Counsel

  



 


I have carefully read the
above Retirement Agreement and General Release of Claims, understand the
meaning and intent thereof, and voluntarily agree to its terms this 10th day of May, 2006.


	
  /s/ KAREN H. GASTON

  	
   

  
	
  Karen H. Gaston

  	
   

  



 


I acknowledge that I first
received this Retirement Agreement and General Release of Claims on the 10th
day of May, 2006.


	
  /s/ KAREN H. GASTON

  	
   

  
	
  Karen H. Gaston

  	
   

  



 



 9
 








EXHIBIT A


You acknowledge that
during the twelve-month period before the Retirement Date, 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



 10















EQUIFAX


EMPLOYEE
CONFIDENTIALITY, NON-SOLICITATION AND ASSIGNMENT AGREEMENT


This Employee
Confidentiality, Non-solicitation and Assignment Agreement (the “Agreement”) is
entered into on May 10, 2006, by and between Equifax Inc. on behalf of
itself, its subsidiary and/or affiliate companies (collectively “Equifax”) and
the undersigned Equifax employee (“Employee”).


Statement of Facts


The purpose of this
Agreement is to obtain Employee’s commitment to protect and preserve Equifax’s
business relationships, Trade Secrets and Confidential Information as defined
below.


Statement of Terms


1.   Employment Relationship.   Employee
acknowledges that (A) this Agreement is not an employment agreement, and (B) his
or her employment with Equifax is not specified for any particular term.
Employee will abide by Equifax’s rules, regulations, policies and practices as
revised from time to time by Equifax at its sole discretion.


2.   Agreement Not to Solicit Emplovees.   During
the term of Employee’s employment by Equifax and for a period of six (6) months
following the termination of Employee’s employment for any reason, Employee
will not, either directly or indirectly, on his or her behalf or on behalf of
others, solicit for employment or hire, or attempt to solicit for employment or
hire, any Equifax employee with whom Employee had regular contact in the course
of his or her employment or any Equifax employee at any facility where Employee
performed services for Equifax.


3.   Trade Secrets and Confidential Information.


(a)   All Trade
Secrets (defined below) and Confidential Information (defined below), and all
materials containing them, received or developed by Employee during the term of
his or her employment are confidential to Equifax, and will remain Equifax’s
property exclusively. Except as necessary to perform Employee’s duties for
Equifax, Employee will hold all Trade Secrets and Confidential Information in
strict confidence, and will not use, reproduce, disclose or otherwise
distribute the Trade Secrets or Confidential Information, or any materials
containing them, and will take those actions reasonably necessary to protect
any Trade Secret or Confidential Information. Employee’s obligation regarding
Trade Secrets will continue indefinitely, while Employee’s obligations
regarding Confidential Information will cease two (2) years from the date
of termination of Employee’s employment with Equifax.


(b)   “Trade
Secret” means information, including, but not limited to, technical or
non-technical data, a formula, a pattern, a compilation, a program, a device, a
method, a technique, a drawing, a process, financial data, financial plans,
product plans, or a list of actual or potential Equifax customers or suppliers
which (A) derives independent economic value, actual or potential, from
not being generally known to, and not being readily ascertainable by proper
means by, other persons who can obtain economic value from its disclosure or
use, and (B) is the subject of Equifax’s efforts that are reasonable under
the circumstances to maintain secrecy; or as otherwise defined by applicable
state law.


“Confidential
Information” means any and all knowledge, information, data, methods or plans
(other than Trade Secrets) which are now or at any time in the future
developed, used or employed by Equifax which are treated as confidential by
Equifax and not generally disclosed by Equifax to the public, and which relate
to the business or financial affairs of Equifax, including, but not limited to,
financial statements and information, marketing strategies, business
development plans and product or process enhancement plans.


(c)   Employee
acknowledges that Equifax is obligated under federal and state credit reporting
and similar laws and regulations to hold in confidence and not disclose certain
information regarding individuals, firms or corporations which is obtained or
held by Equifax, and that Equifax is required to adopt reasonable procedures
for protecting the confidentiality, accuracy, relevancy and proper utilization 











of consumer credit
information. In that regard, except as necessary to perform Employee’s duties
for Equifax, Employee will hold in strict confidence, and will not use,
reproduce, disclose or otherwise distribute any information which Equifax is
required to hold confidential under applicable federal and state laws and
regulations, including the federal Fair Credit reporting Act (15 V.S.C. § 1681
et seq.) and any state credit reporting statutes.


(d)   Employee
agrees that any unauthorized disclosure of confidential codes or system access
instructions or file data, intentional alteration or destruction of data, or
unauthorized access or updating of Employee’s own or any other file can lead to
immediate dismissal and federal prosecution under the Fair Credit Reporting
Act, the Counterfeit Access Device and Computer Fraud and Abuse Act, or
prosecution under other state and federal laws. Should Employee ever be
approached by anyone to commit unauthorized or illegal acts or to disclose
confidential materials or data, Employee will immediately report this directly
to Equifax management.


(e)   Except as
set forth in a separate written agreement executed by a corporate executive
officer of Equifax, ownership of all programs, systems, inventions,
discoveries, developments, modifications, procedures, ideas, innovations,
know-how or designs developed or first reduced to practice by Employee during
the term of employment relating in any way to his or her employment with
Equifax (hereinafter collectively called “Inventions”) are the property of
Equifax. Employee will cooperate in applying for patents, trademarks or
copyrights on all Inventions as Equifax requests, and agrees to assign and
hereby does assign those patents, trademarks, copyrights and/or all other
intellectual property rights to Equifax. Any works of authorship created by
Employee in the course of Employee’s duties are subject to the “Work for Hire”
provisions contained in sections 101 and 201 of the United States Copyright
Law, Title 17 of the United States Code. Accordingly, all rights, title and
interest to copyrights in all works of authorship which have been or will be
prepared by Employee within the scope of Employee’s employment (hereinafter
collectively called the “Works”), shall be the property of Equifax. Employee
further acknowledges and agrees that, to the extent the provisions of Title 17
of the United States Code do not vest in Equifax the copyrights to any Works,
employee shall assign and hereby does assign to Equifax all rights, title and
interest to copyrights which Employee may have in the Works. Employee shall
disclose to Equifax all Works and will execute and deliver all applications for
registration, registrations, and further documents relating to the copyrights to
the Works. Employee shall provide such additional assistance as Equifax may
deem necessary and desirable to assign the Works or Inventions to Equifax
and/or secure Equifax title to the patents, trademarks, copyrights and/or all
other intellectual property rights in the Works or Inventions, including the
appointment of Equifax as its agent to effect for such purposes. To the extent
that any preexisting rights are embodied or reflected in the Works or
Inventions, Employee grants to Equifax an irrevocable, perpetual,
non-exclusive, worldwide, royalty-free right and license to (i) use,
execute, reproduce, display, perform, distribute copies of and prepare
derivative works based upon such preexisting rights; and (ii) authorize
others on Equifax’s behalf to do any or all of the foregoing, and Employee
warrants that he or she has full and unencumbered authority to grant such a
license. The confidentiality requirements of the preceding paragraphs will
apply to all of the above.


(t)    At Equifax’s
request or on termination of Employee’s employment with Equifax, Employee will
deliver promptly to Equifax all Equifax property in his or her possession or
control, including all Trade Secrets and Confidential Information and all
materials containing them.


4.   HIPAA.   Employee
acknowledges that if Employee’s job duties and responsibilities are within the
Equifax Information Technology Department, such duties may cause the Employee
to have incidental access to protected health information (“PHI”) of the
Equifax health plans that is maintained in electronic form. PHI is mandated by
the Health Insurance Portability and Accountability Act of 1996 (“HIPAA’) to be
kept secure and confidential and may not be accessed, used or disclosed, except
as permitted by the Policies and Procedures of the Equifax health plans.
Employee acknowledges that he or she will not at any time access PHI, except
and only to the extent as may be expressly required in the course of his or her
duties and responsibilities within the Equifax information Technology
Department. Further, Employee acknowledges that he or she will not at any time—either
during or after his or her employment with Equifax—use or disclose PHI to any
person or entity, either within Equifax or externally to third parties, 











except and only to the
extent as expressly permitted by the Privacy Official for the Equifax health
plans. Employee understands and acknowledges that unauthorized access, use or
disclosure of PHI will result in disciplinary action, up to and including
termination of employment, and may also result in the imposition of civil and
criminal penalties under HIPAA and other applicable law.


5.   Remedies.   Employee
agrees that his or her promises in this Agreement are reasonable and necessary
to protect and preserve the interests and assets of Equifax, and that Equifax
will suffer irreparable harm if Employee breaches any of his or her promises.


Therefore, in
addition to all the remedies provided at law or in equity, Equifax will be
entitled to a temporary restraining order and permanent injunctions to prevent
a breach or contemplated breach of any of Employee’s promises. While Employee
will retain the absolute right to pursue any claim, demand, action or cause of
action that he or she may have against Equifax, if not otherwise compromised or
released, the existence of any claim, demand, action or cause of action by
Employee against Equifax, if any, will not constitute a defense to the
enforcement by Equifax ofa ny of Employee’ s promises in this Agreement.


6.   Severability.   Each
provision of this Agreement is separate and severable from the remaining
provisions, and the invalidity or unenforceability of any provision will not
affect the validity or enforceability of any other provisions. Further, if any
provision is ruled invalid or unenforceable by a court of competent
jurisdiction because of a conflict between that provision and any applicable
law or regulation, that provision will be curtailed only to the extent
necessary to make it consistent with that law or regulation.


7.   Assignment.   Equifax
may assign its rights and obligations under this Agreement. Employee may not
assign his or her rights and obligations under this Agreement.


8.   Waiver.   Equifax’s
waiver of any breach of this Agreement will not be effective unless in writing,
and will not be a waiver of the same or another breach on a subsequent
occasion.


9.   Governing Law.   This
Agreement will be governed and construed in accordance with the laws of the
State of Georgia without reference to its conflicts of laws provisions.


10.   Entire Agreement.   This
Agreement contains Employee’s entire agreement with Equifax regarding the
subject matter covered by this Agreement. No amendment or modification of this
Agreement will be valid or binding on Equifax or Employee unless in writing
signed by both parties. All prior understandings and agreements regarding the
subject matter of this Agreement are terminated.


THIS AGREEMENT, AS A
CONDITION OF EMPLOYEE’S EMPLOYMENT OR CONTINUED EMPLOYMENT WITH EQUIFAX,
IMPOSES UPON EMPLOYEE CERTAIN CONFIDENTIALITY RESTRICTIONS WITH RESPECT TO
TRADE SECRETS AND CONFIDENTIAL INFORMATION BELONGING TO EQUIFAX. BY SIGNING
BELOW, EMPLOYEE ACKNOWLEDGES THAT HE OR SHE HAS READ AND UNDERSTANDS THIS
AGREEMENT.


	
  EMPLOYEE: 

  	
   

  
	
  By:

  	
  /s/ KAREN H.
  GASTON

  	
   

  
	
   

  	
  Signature

  	
   

  
	
  Print Name: Karen
  H. Gaston

  	
   

  
	
  Date: 

  	
  5/10/2006

  	
   

  



 


	
  EQUIFAX

  	
   

  
	
  By: 

  	
  /s/ KENT E.
  MAST

  	
   

  
	
  Title:

  	
  Corporate Vice
  President & General Counsel

  
	
  Company/Department: