Exhibit
10.31


CONFIDENTIAL


October 5, 2006


Donald T. Heroman

[Residential Address]


Re: Retirement Agreement
and General Release of Claims


Dear  Don:


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, 2007
(your “Retirement Date”), which will be your last day of  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 Financial Officer of the Company effective as
of close of business on the date hereof 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 date of this letter.


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 salary at the rate of your current base salary until the
Retirement Date, less payroll deductions required by law and other deductions
authorized by you. On the Retirement Date, you will receive a lump sum payment
of twenty (20) weeks additional base salary, less applicable deductions. For
purposes of this Agreement, your “current base salary” is $416,162.00 per
annum.


(ii) Annual Incentive Payment. You
shall be paid in 2007 any annual incentive payment in accordance with the terms
of the Equifax Inc. Key Management Incentive Plan for 2006. Any such incentive
shall be based upon individual and business performance and your salary through
December 31, 2006. The amount of and payment date of any such incentive payment
shall be determined in the manner applicable 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 $12,500 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 



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governed by Section 3(b)
of such agreements. Without limiting the generality of the foregoing, any restricted
stock units unvested 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 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 five (5) years of Senior Executive Officer Service 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 on or 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.



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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.


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;
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);  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.



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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 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.


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 communications
authorized by the Company, 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 authorization of the Chief Executive Officer or
General Counsel of the Company.



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Post-Retirement Cooperation. You
agree to cooperate fully 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.


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 



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(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.


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 



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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.


Company Release.
The Company hereby releases and discharges you from any and all claims,
liabilities, agreements, damages, losses or expenses, of any nature whatsoever
(hereinafter “Company Claim or “Company Claims”), which it has, may have had,
or may later claim to have had against you 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 from, or arising in connection with, your employment with the Company
prior to the date the Company executes this Agreement; provided that the
foregoing release shall not (i)  apply to
the Company’s rights to reimbursement of any outstanding expense advances or
return or payment for Company property for which you are custodian, or to
ordinary course withholdings and deductions from amounts payable to you, (ii)
affect the Company’s rights to enforce this Agreement or any agreement or
document executed in connection herewith, or any Company Claims that may arise
after the date you sign it below, or (iii) release any Company Claim of which
neither the Company’s Chief Executive Officer nor its General Counsel has
actual knowledge on the date the Company executes and delivers this 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 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 of 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:


Donald T. Heroman

[Residential 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.



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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. 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 21-day period and 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 



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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:


 


 


Kent E. 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 5th day of October,
2006.


 


	
  

  	
   

  	
   

  
	
  Donald T.
  Heroman

  	
   

  	
   

  



 


I acknowledge that I
first received this Retirement Agreement and General Release of Claims on the
3rd day of October, 2006.


 


	
  

  	
   

  	
   

  
	
  Donald T.
  Heroman

  	
   

  	
   

  



 



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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



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