Exhibit 10.32


September
29, 2006


Mr. Lee Adrean

[Residential
Address]


Dear Lee:


It is my pleasure to present this offer letter to you as confirmation
of our offer of employment with Equifax. You will assume the responsibilities
of Chief Financial Officer reporting
directly to Rick F. Smith. Your first day will be determined upon acceptance of
this offer.


COMPENSATION:  Your
starting salary will be $425,000.00 annually. Informatively, our pay periods
are bi-weekly, paid one week in the arrears on Fridays. The Company uses a
common review approach for merit increases. 
These increases generally are approved in the Compensation, Human
Resources and Management Succession Committee (“Compensation Committee) that
occurs in February of each year; therefore, you will be eligible for your first
merit increase in February 2007.  Your
increase will be pro-rated based upon the number of calendar days from your
hire date to the common review date.


INCENTIVE:  You will be eligible to participate in the
Annual Incentive Plan (subject to plan provisions) appropriate for your level
within the organization. The 2006 plan for your level has a target bonus of 60%
of salary paid during the year, with a maximum bonus of 120%.  Annual incentives are paid in the first
quarter following the year earned. 
Payouts are determined based upon the Company’s performance and your
individual performance.  Your first
opportunity for an award under the Annual Incentive Plan will be first quarter
2007.


STOCK OPTIONS:  You
will be granted an option to acquire 30,000 shares of Equifax common stock
effective on the first business day of the month following commencement of your
employment with Equifax and written approval of the Compensation, Human
Resources and Management Succession Committee of the Board of Directors (the “Grant
Date”). The exercise price for your stock option will be the closing price of
Equifax common stock on the New York Stock Exchange on the Grant Date. This
grant will be governed by a separate stock option agreement and will vest in
four equal installments, with 25% of the shares vesting on the date of grant,
and an additional 25% vesting on each annual grant anniversary thereafter.  You will vest in full on the third
anniversary of the grant.


RESTRICTED SHARES:  You
will be granted 14,000 shares of Equifax Inc. restricted stock units on the
first business day of the month following commencement of your employment with
Equifax and written approval of the Compensation, Human Resources and Management
Succession Committee of the Board of Directors. This grant will be governed by
a separate agreement and will vest in full upon the third anniversary of the
grant.



   
 









NON-QUALIFIED
DEFERRED COMPENSATION PLAN:  You will be eligible to
voluntarily defer components of your compensation into the company’s
non-qualified deferred compensation plan. 
You will receive additional information regarding this plan following
your start date.


SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN:  Immediately upon employment, you will be
eligible to participate in the Equifax Inc. Supplemental Retirement Plan (“SERP”).  Under the SERP, you can earn a significant
retirement pension for your service as a senior executive officer. Your SERP
benefit would vest upon three years of service.


LIFE INSURANCE:  Upon employment, you will be provided with $3
million in life insurance coverage, at the Company’s expense, subject to
limited underwriting requirements established by our carrier.


CHANGE-IN-CONTROL:  Upon employment, you will
receive a separate Change-in-Control agreement, which will provide enhanced
severance benefits under circumstances specified in the agreement.


FINANCIAL PLANNING:  You will be eligible to receive financial planning and tax preparation
services consistent with other executives at your level in the company.


OTHER BENEFITS:  You
will be eligible for employee benefits according to Equifax’s various benefit
plan provisions. Equifax provides a comprehensive employee benefits package
which includes a 401(k) plan, a pension plan, life and disability insurance, a
choice of healthcare coverage (including medical, dental, vision and flexible
spending accounts) and 11 paid holidays. 
You have sixty (60) days from your hire date to enroll in Equifax
healthcare benefits.  These benefits will
be effective the first of the month following the date you complete your
enrollment.


VACATION:   In
accordance with the Equifax vacation policy, you will accrue three weeks of
vacation per year.  Vacation accrues at a
rate of 1/12 of your annual vacation per month.


This offer of employment and
the employment relationship between the parties is governed by Georgia law, and
is not intended to create any employment relationship other than that of “employment-at-will”.  Further, Annual Incentive Plan benefits and
all other benefits referred to in this letter are all subject to the specific
plan terms, and the Company may, in its sole discretion, change, eliminate or
add to those plans from time to time.


This offer is made contingent upon your execution of the Employee
Confidentiality, Non-Solicitation and Assignment Agreement, and the results of
our background investigation, employment history verification, credit check and
pre-employment drug screening.  Also, we
ask that on your first day of employment, you bring appropriate documentation
of your eligibility for employment. A list of acceptable documents is enclosed.



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Lee,
we are very excited about your joining Equifax. 
Please acknowledge your agreement and acceptance of the above terms of
employment by signing below and return to me at your earliest convenience.


Sincerely,


 


Coretha M. Rushing

Chief Administrative Officer


Accepted:


 


	
  

  	
   

  	
   

  
	
  Lee Adrean

  	
   

  	
  Date

  



 



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